Prospectus - Debenture Issue 2025

LOLC

FlNANCE

PROSPECTUS

DEBENTURE ISSUE 2025

Joint I'ñanagers to the Issue

Firs-t Capital

The Colombo Stock Exchange ("CSE") has taken reasonable care to ensure full and fair disclosure of information in this Prospectus. However, the CSE assumes no responsibility for accuracy of the statements made, opinions expressed, reports included or omitted statements/ undisclosed information in this Prospectus. Moreover, the CSE does not regulate the pricing of the Debentures issued herein. Please note that the company is bound by the enforcement rules set out in the CSE Listing Rules (as applicable).

The delivery of this Prospectus shall not under any circumstance constitute a representation or create any implication or suggestion that there has been no material change in the affairs of the Company since the date of this Prospectus. If there is a material change, such material change will be disclosed to the market.

If you are in doubt regarding the contents of this document or if you require any clarification or advice in this regard, you should consult the Joint Managers to the issue, your Stockbroker, Lawyer or any other Professional Advisor.

This Prospectus has been prepared by Commercial Bank of Ceylon PLC and First Capital Advisory Services (Pvt) Ltd (hereinafter referred to as Joint Managers to the Issue) from information provided by LOLC Finance PLC (hereinafter referred to as the "Company", "LOFC" or the "Issuer").

LOLC Finance PLC and its Directors confirm that to the best of their knowledge and belief this Prospectus contains all information regarding the Company and Debentures offered herein which is material; such information is true and accurate in all material aspects and is not misleading in any material respect; any opinions, predictions or intentions expressed in this Prospectus on the part of the Company are honestly held or made and are not misleading in any material respect; this Prospectus contains all material facts and presents them in a clear fashion in all material respects and all proper inquiries havebeen made to ascertain and to verify the foregoing. The Company accepts responsibility for the information contained in this Prospectus.

No person has been sanctioned to make any representations not contained in this Prospectus in connection with this Offer for Subscription of the Company's Debentures. If such representations are made, they must not be relied upon as having been authorized. Neither the delivery of this Prospectus nor any sale made in the Offering shall, under any circumstances, create an implication that there has not been any change in the facts set forth in this Prospectus or in the affairs of the Company since the date of this Prospectus.

Investors should be informed that the value of investments can vary and that past performance is not necessarily indicative of future performance. In making such investment decisions, prospective investors must rely on their knowledge, examination and assessments on LOLC Finance PLC and the terms of the Debentures issued (knowledge, perception together with their own examination and assessment on LOLC Finance PLC and the terms and conditions of the Debentures issued) including risks associated.

The delivery of this Prospectus shall not under any circumstances constitute a representation or create any implication or suggestion, that there has been no material change in the affairs of the Company since the date of this Prospectus.

A copy of this Prospectus has been delivered for registration to the Registrar General of Companies in Sri Lanka in accordance with the Companies Act No. 07 of 2007 (the "Companies Act"). The following documents were attached to the copy of the Prospectus delivered to the Registrar General of Companies in Sri Lanka:

1. The written consent of the Auditors and Reporting Accountants for the inclusion of their name in the Prospectus as Auditors and Reporting Accountants to the Issue and to the Company.

2. The written consent of the Rating Agency for the inclusion of their name in the Prospectus as Rating Agency to the Issue and to the Company.

3. The written consent of the Trustee to the Issue for the inclusion of their name in the Prospectus as Trustee to the Issue.

4. The written consent of the Bankers to the Issue for the inclusion of their name in the Prospectus as Bankers to the Issue.

5. The written consent of the Registrars to the Issue for the inclusion of their name in the Prospectus as Registrars to the Issue.

6. The written consent of the Lawyers to the Issue for the inclusion of their name in the Prospectus as Lawyers to the Issue.

7. The written consent of the Joint Managers to the Issue for the inclusion of their name in the Prospectus as Joint Managers to the Issue.

8. The written consent of the Company Secretary for the inclusion of their name in the Prospectus as Company Secretary.

9. The declaration made and subscribed to, by each of the Directors of the Company herein named as a Director, jointly and severally confirming that each of them have read the provisions of the Companies Act and the CSE Listing Rules relating to the Issue of the Prospectus and that those provisions have been complied with.

The said Auditors and Reporting Accountants to the Issue, Lawyers to the Issue, Trustee to the Issue, Bankers to the Issue, Joint Managers to the Issue, Registrars to the Issue, Company Secretary and Rating Agency to the Issue have not, before the delivery of a copy of the Prospectus for registration with the Registrar General of Companies in Sri Lanka, withdrawn such consent.

This Prospectus has not been registered with any authority outside of Sri Lanka. Non-resident investors may be affected by the laws of the jurisdiction of their residence. Such investors are responsible to comply with the laws relevant to the country of residence and the laws of Sri Lanka, when making the investment.

It is important that this Prospectus is read carefully prior to making an investment decision. For information concerning certain risk factors, which should be considered by prospective investors, see "Risks Related to the Debentures" in Section 5.16 of this Prospectus.

The Debentures are issued solely on the basis of the information contained and representations made in this Prospectus. No dealer, sales person, individual or any other outside party has been authorized to give any information or to make any representation in connection with the Issue other than the information and representations contained in this Prospectus and if given or made such information or representations must not be relied upon as having been authorized by the Company.

Any statements included in this Prospectus that are not statements of historical fact constitute "Forward Looking Statements". These can be identified by the use of forward-looking terms such as "expect", "anticipate", "intend", "may", "plan to", "believe", "could" and similar terms or variations of such terms. However, these words are not the exclusive means of identifying Forward Looking Statements. As such, all or any statements pertaining to expected financial position, business strategy, plans and prospects of the Company are classified as Forward-Looking Statements.

Such Forward Looking Statements involve known and unknown risks, uncertainties and other factors including but not limited to regulatory changes in the sectors in which the Company operates and its ability to respond to them, the Company's ability to successfully adapt to technological changes, exposure to market risks, general economic and fiscal policies of Sri Lanka, inflationary pressures, interest rate volatilities, the performance of financial markets both globally and locally, changes in domestic and foreign laws, regulation of taxes and changes in competition in the industry and further uncertainties that may or may not be in the control of the Company.

Such factors may cause actual results, performance and achievements to materially differ from any future results, performance or achievements expressed or implied by Forward Looking Statements herein. Forward Looking Statements are also based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future.

Given the risks and uncertainties that may cause the Company's actual future results, performance or achievements to materially differ from that expected, expressed or implied by Forward Looking Statements in this Prospectus, investors are advised not to place sole reliance on such statements.

The financial statements of the Company and currency values of economic data or industry data in a local context will be expressed in Sri Lanka Rupees. References in the Prospectus to "LKR", "Rupees" or "Rs." are to the lawful currency of Sri Lanka.

Certain numerical figures in this Prospectus have been subject to rounding adjustments, accordingly numerical figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

All Applicants should indicate in the Application for Debentures, their Central Depository Systems (Private) Limited (CDS) account number.

In the event name, address or NIC number/Passport number/Company number of the Applicant mentioned in the Application Form differ from the name, address or NIC number/Passport number/Company number as per the CDS records, the name, address or NIC number/Passport number/Company number as per the CDS records will prevail and be considered as the name, address or NIC number/Passport number/Company number of such Applicant. Therefore, Applicants are advised to ensure that the name, address or NIC number/Passport number/Company number mentioned in the Application Form tally with the name, address or NIC number/Passport number/Company number given in the CDS account as mentioned in the Application Form.

As per the Directive of the Securities & Exchange Commission of Sri Lanka made under Circular No.08/2010 dated 22ndNovember 2010 and Circular No.13/2010 issued by the CDS dated 30thNovember 2010, all Debentures are required to be directly deposited in to the CDS. To facilitate compliance with this directive, all Applicants are required to indicate their CDS account number.

In line with this directive, THE DEBENTURES ALLOTTED TO AN APPLICANT WILL BE DIRECTLY DEPOSITED IN THE

Debentures will not be allotted to Applicants who have not indicated their CDS account details in the Application Form. Applications which do not specify a CDS account number will be rejected.

Applicants who wish to open a CDS account, may do so through a Trading Participant of the CSE as set out in Annexure II or through any Custodian Bank as set out in Annexure III of this Prospectus.

If the CDS account number indicated in the Application Form is found to be inaccurate/incorrect or there is no CDS number indicated, the Application will be rejected and no allotments will be made.

1. CORPORATE INFORMATION 1

2. RELEVANT PARTIES TO THE ISSUE 3

3. LIST OF ABBREVIATIONS 4

4. GLOSSARY OF TERMS RELATED TO THE ISSUE 5

5. PRINCIPAL FEATURES OF THE ISSUE 7

   1. INVITATION TO SUBSCRIBE 7

   2. SUBSCRIPTION LIST 7

   3. OBJECTIVES OF THE ISSUE AND SPECIFIC RISKS RELATING TO THE OBJECTIVES 8

   4. INTEREST 9

   5. PAYMENT OF PRINCIPAL AND INTEREST 10

   6. INSPECTION OF DOCUMENTS 10

   7. UNDERWRITING 11

   8. MINIMUM SUBSCRIPTION 11

   9. COST OF THE ISSUE 11

   10. BROKERAGE 11

   11. TAXATION 11

   12. REDEMPTION 11

   13. CREDIT RATING 12

   14. TRUSTEE TO THE ISSUE 12

   15. RIGHTS AND OBLIGATIONS OF THE DEBENTURE HOLDER 12

   16. RISKS INVOLVED IN INVESTING IN THE DEBENTURES 13

   17. BENEFITS OF INVESTING IN THE DEBENTURES 14

   18. TRANSFER OF DEBENTURES 14

   19. LISTING 15

6. PROCEDURE FOR APPLICATION 16

   1. ELIGIBLE APPLICANTS 16

   2. HOW TO APPLY 16

   3. SUBMISSION OF APPLICATIONS 19

   4. NUMBER OF DEBENTURES TO BE SUBSCRIBED 19

   5. MODE OF PAYMENT 19

   6. REJECTION OF APPLICATIONS 21

   7. BANKING OF PAYMENTS 22

   8. REFUNDS 22

   9. CDS LODGMENT AND SECONDARY MARKET TRADING 23

7. COMPANY INFORMATION 25

   1. OVERVIEW 25

   2. STATED CAPITAL 25

   3. MAJOR SHAREHOLDERS 25

   4. BOARD RELATED PARTY TRANSACTIONS REVIEW COMMITTEE 26

   5. ENFORCEMENT ACTION FOR NON-COMPLIANCE 26

8. FINANCIAL INFORMATION 27

   1. FINANCIAL STATEMENTS & FINANCIAL SUMMARY 27

   2. FINANCIAL YEAR 27

   3. PARTICULARS OF LOAN CAPITAL 27

   4. OTHER DEBT SECURITIES IN ISSUE - AS AT THE DATE OF THE PROPSECTUS 27

   5. KEY FINANCIAL RATIOS 27

   6. DEBT SERVICING DETAILS OF LOLC FINANCE PLC 28

   7. LITIGATION, DISPUTES AND CONTINGENT LIABILITIES 28

   8. ACCOUNTANT'S REPORT AND FIVE-YEAR SUMMARY OF FINANCIAL STATEMENTS 29

9. STATUTORY DECLARATIONS 42

   1. STATUTORY DECLARATION BY THE DIRECTORS 42

   2. STATUTORY DECLARATION BY THE JOINT MANAGERS TO THE ISSUE 43

ANNEXURE I: CREDIT RATING REPORT 44

ANNEXURE II: COLLECTION POINTS 48

ANNEXURE III - CUSTODIAN BANKS 51

xii │ LOLC Finance PLC - Debenture Issue 2025

1. ‌CORPORATE INFORMATION

   The Company/ Issuer	LOLC Finance PLC
   Legal Form of the Company	A Public Quoted Company incorporated in Sri Lanka under the provisions of the Companies Act No. 17 of 1982 and re-registered under the Companies Act No. 7 of 2007. The Company is licensed under the Finance Business Act No. 42 of 2011. The Company is registered under the Finance Leasing Act No. 56 of 2000.
   Date of Incorporation	13thDecember 2001
   Company Registration No.	PB 244 PQ
   Entity Rating	"A+ " with a (Stable) outlook by Lanka Rating Agency
   Place of Incorporation	Colombo, Sri Lanka
   Registered/Business Office	No. 100/1, Sri Jayewardenepura Mawatha, Rajagiriya Tel : +94 11 7 248 248
   Company Secretary	Ms. M V S C Rodrigo No. 100/1, Sri Jayawardenapura Mawatha, Rajagiriya Tel : +94 11 7 248 578
   Auditors to the Company	M/s Deloitte Partners Chartered Accountants No. 100, Braybrook Place, Colombo 02 Tel: +94 11 7 719 700
   Credit Rating Agency	Lanka Rating Agency Limited No. 145, Kynsey Road Colombo 08 Tel: +94 11 4 500 099
   Bankers	Standard Chartered Bank Nations Trust Bank PLC Citi Bank N.A. Commercial Bank of Ceylon PLC NDB Bank PLC Bank of Ceylon Seylan Bank PLC MCB Bank Deutsche Bank Hatton National Bank PLC Pan Asia Bank PLC Hong Kong & Shanghai Banking Corporation Sampath Bank PLC DFCC Bank Peoples Bank Cargills Bank Limited Union Bank of Colombo PLC

   Board of Directors

   Mr. F K C P N Dias Chairman/Non- Executive Director Mr. D.M.D.K.Thilakaratne Director / Chief Executive Officer Mr. B.C.G. de Zylva Non- Executive Director Mr. P.A. Wijeratne Independent Director Mr. A. J. L. Peiris Independent Director Mr. S. Lankathilake Independent Director Ms. K. T. Chamila Priyangani Independent Non- Executive Director Mr. T.J. Fernando Independent Non- Executive Director

2. ‌RELEVANT PARTIES TO THE ISSUE

   Joint Mangers to the	Commercial Bank of Ceylon PLC
   Issue	Investment Banking Unit
   	No. 55/57, 4th Floor, Carsons Building, Janadhipathi Mawatha, Colombo 01, Sri Lanka
   	Tel: +94 11 2 486 848
   	First Capital Advisory Services (Pvt) Ltd
   	No. 02, Deal Place
   	Colombo 03
   	Tel: +94 11 2 639 812
   Lawyers to the Issue	M/s Nithya Partners No. 97A, Galle Road, Colombo 3, Sri Lanka. Tel: +94 (0) 114 712 625 +94 (0) 112 335 908
   Registrar to the Issue	SSP Corporate Services (Pvt) Ltd No. 101, Inner Flower Road, Colombo 03. Tel: +94 11 2 573 894
   Bankers to the Issue	Commercial Bank of Ceylon PLC "Commercial House" No.21, Sir Razik Fareed Mawatha, P.O. Box 856, Colombo 01, Sri Lanka. Tel: +94 11 2 486 494/6
   Trustee to the Issue	National Development Bank PLC No 40, Navam Mawatha Colombo 02, Sri Lanka Tel: +94 11 2 448 448
   Auditors and	M/s Deloitte Partners
   Reporting	Chartered Accountants
   Accountants to the	No. 100,
   Issue	Braybrook Place,
   	Colombo 02
   	Tel: +94 11 7 719 700
   Rating Agency to the	Lanka Rating Agency Limited
   Issue	No. 145, Kynsey Road
   	Colombo 08
   	Tel: +94 11 4 500 099

3. ‌LIST OF ABBREVIATIONS

   AER	Annual Effective Rate
   AWPLR	Average Weighted Prime Lending Rate
   CBSL	Central Bank of Sri Lanka
   CDS	Central Depository Systems (Private) Limited
   CEFTS	Common Electronic Fund Transfer Switch
   CSE	Colombo Stock Exchange
   FCBU	Foreign Currency Banking Units
   FY	Financial Year
   IIA	Inward Investment Account
   LCB	Licensed Commercial Bank
   LOFC	LOLC Finance PLC
   NIC	National Identity Card
   POA	Power of Attorney
   RTGS	Real Time Gross Settlement
   Rs./LKR	Sri Lankan Rupees
   SEC	Securities and Exchange Commission of Sri Lanka
   SLIPS	Sri Lanka Interbank Payment System
   USD	United States Dollar
   VAT	Value Added Tax
   WHT	Withholding Tax
   YoY	Year on Year

4. ‌GLOSSARY OF TERMS RELATED TO THE ISSUE

   Applicant/s	Any investor who submits an Application Form under this Prospectus
   Application Form/Application	The Application Form that constitutes part of this Prospectus through which the investors may apply for the Debentures in issue
   AWPLR	The Average Weighted Prime Lending Rate
   Board/Board of Directors/Directors	The Board of Directors of LOLC Finance PLC
   Closure Date	The Date of Closure of the Subscription List as set out in Section 5.2 of this Prospectus
   Date of Allotment	The date on which the Debentures will be allotted by the Company to Applicants subscribing hereto
   Date of Redemption	The date on which Redemption of the Debentures will take place as referred to in Section 5.12.
   Debentures	All of the Listed Rated Senior Unsecured Redeemable Debentures (2025/2030) to be issued pursuant to this Prospectus
   Debenture Holder(s)	Any person who is for the time being the holder of the Debentures and includes his/her respective successors in title
   Entitlement Date	The Market day immediately preceding the Interest Payment Date or Date of Redemption on which a Debenture Holder would need to be recorded as being a Debenture Holder on the list of Debenture Holders provided by the CDS to the Company/ in whose name the Debentures are registered in the Debenture Holders' register of the Company (where applicable), in order to qualify for payment of any interest or any redemption proceeds.
   Interest Payment Date	For Type A & C Debentures Means the dates on which the payments of interest in respect of the Type A & C Debentures shall fall due, which shall be twelve (12) months from the Date of Allotment and every twelve (12) months therefrom of each year from the Date of Allotment until the Date of Redemption and includes the Date of Redemption. For Type B Debentures Means the dates on which the payments of interest in respect of the Type B Debentures shall fall due, which shall be six (06) months from the Date of Allotment and every six (06) months therefrom of each year from the Date of Allotment until the Date of Redemption and includes the Date of Redemption. Interest would be paid not later than Three (3) Working Days from the date on which interest becomes due
   Interest Period	For Type A & C Debentures The twelve (12) month period from an Interest Payment Date and ending on the date immediately preceding the next Interest Payment Date (inclusive of the aforementioned commencement date and end date) and shall include the period commencing from the Date of Allotment and ending on the date immediately preceding the first Interest Payment Date (inclusive of the aforementioned commencement date and end date) and the period from the last Interest Payment Date before the Date of Redemption and ending on the date immediately preceding the Date of Redemption (inclusive of the aforementioned commencement date and end date).

   	For Type B Debentures The six (06) month period from an Interest Payment Date and ending on the date immediately preceding the next Interest Payment Date (inclusive of the aforementioned commencement date and end date) and shall include the period commencing from the Date of Allotment and ending on the date immediately preceding the first Interest Payment Date (inclusive of the aforementioned commencement date and end date) and the period from the last Interest Payment Date before the Date of Redemption and ending on the date immediately preceding the Date of Redemption (inclusive of the aforementioned commencement date and end date).
   Issue	The offer of Debentures pursuant to this Prospectus
   Issue Price	Rupees One Hundred (LKR 100/-) per each Debenture
   Local Time	Sri Lanka Time (UTC+05:30)
   Market Day	Any day on which trading takes place at the CSE
   Non-Resident(s)	Foreign institutional investors including country funds, regional funds or mutual funds, corporate bodies incorporated outside Sri Lanka, citizens of foreign states whether resident in Sri Lanka or outside Sri Lanka and Sri Lankans resident outside Sri Lanka.
   Prospectus	This Prospectus dated 26thNovember 2025
   Redemption	The repayment of Principal at maturity together with any interest accruing up to that time.
   Senior	In relation to the Debentures, senior means the claims of the Debenture Holders shall in the event of winding up of the Company rank after all the claims of secured creditors and preferential claims under any Statutes governing the Company but pari passu to the claims of unsecured creditors of the Company and shall rank in priority to and over any subordinated debt of the Company and the claims and rights of the shareholder/s of the Company.
   Trustee	National Development Bank PLC
   Trust Deed	Trust Deed dated 24thNovember 2025 between LOLC Finance PLC and the Trustee.
   The Company/ Issuer/LOFC	LOLC Finance PLC
   Unsecured	Repayment of the Principal Sum and payment of interest on the Debentures are not secured by a charge on any assets of the Issuer.
   Working Day	A day (other than a Saturday or Sunday or any statutory holiday) on which licensed commercial banks are open for business in Sri Lanka
   364 DAYS TREASURY BILL	Means the 364 Days Treasury Bill rate (net of tax) published by the Central Bank of Sri Lanka on a weekly basis on the most recent treasury bill auction which has been conducted either on the date of the commencement of the Interest Period or on a date immediately prior to the commencement of the Interest Period.

5. ‌PRINCIPAL FEATURES OF THE ISSUE
   1. ‌INVITATION TO SUBSCRIBE

      The Board of Directors of LOLC Finance PLC (hereinafter referred to as the "Board") by resolution dated 13thAugust 2025 and 30thOctober 2025 resolved to raise a sum of up to Rupees Fifteen Billion (LKR 15,000,000,000/-) by an initial Issue of up to One Hundred Million (100,000,000) Debentures each with a Par Value of Sri Lankan Rupees One Hundred (LKR 100/-) and to raise a further sum of Rupees Five Billion (LKR 5,000,000,000/-) by an issue of further Fifty Million (50,000,000) Debentures, in the event of an oversubscription of the initial Issue.

      As such a maximum amount of Rupees Fifteen Billion (LKR 15,000,000,000/-) would be raised by the issue of a maximum of One Hundred and Fifty Million (150,000,000) Debentures each with the Par Value of Sri Lankan Rupees One Hundred (LKR 100/-).

      The below mentioned Debentures will be offered to the public:

      Debenture Type	Type of Interest	Tenure	Interest Rate (Per annum)	Annual Effective Rate (AER)	Interest Payment frequency
      A	Fixed	5 Years	11.25%	11.25	Annually
      B	Fixed	5 Years	10.95%	11.25%	Semi- Annually
      C	Floating	5 Years	364 Days Treasury Bill rate + 2.50%	N/A	Annually

      The claims of the Debenture Holders shall in the event of winding up of the Company rank after all the claims of secured creditors and preferential claims under any Statutes governing the Company but pari passu to the claims of unsecured creditors of the Company and shall rank in priority to and over any subordinated debt of the Company and the claims and rights of the shareholder/s of the Company.

      The Debentures do not carry an option to be converted to ordinary shares or any other type of security. However, Debentures shall become immediately payable at the option of the Trustee on the occurrence of event of default as specified in Clause 10 of the Trust Deed.

      It is the intention of the Company to list the Debentures on the CSE. The CSE has given its in-principle approval for the listing of the Debentures on the CSE. However, CSE reserves the right to withdraw such approval, in the circumstances set out in Rule 2.3 of the Listing Rules of the CSE.

   2. ‌SUBSCRIPTION LIST

      The subscription list for the Listed, Rated, Senior, Unsecured, Redeemable Debentures pursuant to this Prospectus will open at 9.00 a.m. on 02ndDecember 2025 and shall remain open for Fourteen (14) Market Days until closure at 4.30 p.m. on 22ndDecember 2025.

      However, the subscription list will be closed on an earlier date at 4.30 p.m. with notification to the CSE on the occurrence of the following:

      • The maximum of One Hundred and Fifty Million (150,000,000) Debentures being fully subscribed; or

      • The Board of Directors of the Company decides to close the Issue upon the initial Issue of One Hundred Million (100,000,000) Debentures becoming fully subscribed.

        In the event the Board of Directors of the Company decides to exercise the option to issue the second tranche of Fifty Million (50,000,000) Debentures (having subscribed the initial Issue of One Hundred Million (100,000,000) Debentures) but subsequently decides to close the subscription list upon part of the second tranche becoming subscribed, such decision is to be notified to the CSE on the day such decision is made and the subscription list will be closed on the following Market Day at 4.30 p.m.

        In the event the Board of Directors of the Company decides to close the Debenture Issue without the full subscription of the initial Issue of One Hundred Million (100,000,000) Debentures, such decision is to be notified to the CSE on the day such decision is made and the subscription list will be closed on the following Market Day at 4.30 p.m.

        Applications may however be made forthwith in the manner set out in Section 6.0 of this Prospectus and accordingly, duly completed Application Forms will be accepted by Joint Managers to the Issue, Registrars to the Issue or by any Trading Participant of the CSE as set out in the Collection Points of Annexure II of this Prospectus.

        Applications sent by post or courier or delivered to any collection point set out in Annexure II of this Prospectus will be accepted in terms of Section 6.3.

   3. ‌OBJECTIVES OF THE ISSUE AND SPECIFIC RISKS RELATING TO THE OBJECTIVES

      The funds generated from the Debenture Issue will be utilized to expand LOFC's lending portfolio in the ordinary course of business within next Twelve (12) months from the date of allotment of the Debentures. The issue of senior debentures offers several advantages to both the company and its shareholders. This option grants the Company greater flexibility in fund utilization, as senior debt can be allocated for various purposes. Moreover, shareholders benefit from the issuance of senior debentures as it furnishes the company with the necessary funding for business expansion without relinquishing control.

      The Company has obtained approval for the Issue from the Central Bank of Sri Lanka on 29thAugust 2025 and is not required to obtain any approvals other than of CSE and CBSL.

      Objectives of the issue do not constitute a "Major Transaction" as provided in Section 185 of the Companies Act No. 07 of 2007. The Company will not seek the shareholder approval for the Issue as it is not applicable. The Company as at the date of this Prospectus has not recognized related parties for the lending of the proceeds of the Issue. As such, the Company will disburse the proceeds of the Issue in the ordinary course of business within next Twelve (12) months as stated above.

      Until full disbursement of the Debenture proceeds, the funds raised through the Debenture Issue will be invested in Government Securities. Such investments in Government Securities are expected to generate an approximate return of 7.00% p.a. at current market rates.

      Specific Risk Relating to the Objectives

      During the half a year ended 30thSeptember 2025 the Company disbursed LKR 55 Billion (Unaudited) in loans and leases amounting to a monthly average disbursement of LKR 9 Billion (Unaudited) during the said period. Looking ahead, the Company anticipates achieving an average monthly disbursement budgeted at LKR 10 Billion (Unaudited). Since the Company forecasts a higher demand for loans and lease receivables than the amount to be raised via this Debenture Issue, the Company foresees no specific risk factor in granting loans and lease receivables from the proceeds of the issue within the specified time period.

      The Company has access to an array of funding sources, including different types of deposits and borrowings. As such, the proceeds of the Debenture Issue are only one such source in financing its term budgeted lending portfolio. In the case of an under subscription of the Debenture Issue, the Company will pursue on the other normal funding sources aforementioned to finance any gaps required to achieve the budgeted lending portfolio.

      In the event the Company fails to lend the Debenture funds within the specific timeline for the abovementioned purpose, the process of utilization of funds for the same purpose will be carried out with the necessary review and approval of the Asset Liability Committee of LOLC Finance PLC. Further if the Company decides to lend funds to Related Parties, the same will be made in compliance with Section 9 of the CSE Listing Rules.

      The Company will disclose the progress of the utilization of funds raised through this Debenture Issue in future interim and annual financial statements, in the format presented below, until these funds are fully utilized for the objective stated in the prospectus. If due to some unforeseen reason, these funds are not utilized as proposed, the Company will seek relevant approvals (as applicable) regarding the course of action to be taken. In such an instance LOFC will make a prior market announcement through the CSE in this regard.

      Debenture Issue proceeds utilization as at (dd-mm-yyyy)

      Objective Number	Objective as per Prospectus	Amount allocated as per Prospectus in LKR	Proposed Date of Utilization as per Prospectus	Amount allocated from proceeds in LKR (A)	% of Total Proceed	Amounts utilized (LKR) (B)	% of utilization against allocation (B/A)	Clarification if not fully utilized including where the funds are invested (eg: whether lent to related party/s etc.)
      1	Expand the lending portfolio	Initial issue of LKR 10.0 Bn and a maximum issue of LKR 15.0 Bn	Over a period of 12 months from the date of allotment
      					To be disclosed in the Annual Report and the Interim Financial Statements

      In the event the funds raised through the Debenture Issue have been fully utilized in terms of the objectives disclosed in the Prospectus between two financial periods, the Company to disclose the fact that proceeds have been utilized in its entirety as per the above template in the immediate succeeding Annual Report or the Interim Financial Statement, whichever is published first.

   4. ‌INTEREST

      The Debentures will carry fixed and floating interest rates as described below payable on the respective Interest Payment Dates:

      Debenture Type	Type of Interest	Tenure	Interest Rate (Per annum)	Annual Effective Rate (AER)	Interest Payment frequency
      A	Fixed	5 Years	11.25%	11.25%	Annually
      B	Fixed	5 Years	10.95%	11.25%	Semi- Annually
      C	Floating	5 Years	364 Days Treasury Bill rate + 2.50%	N/A	Annually

      Interest on the Debentures accruing on a daily basis will be paid Annually for Type A & C Debentures and Semi-annually for Type B Debentures as applicable from the Date of Allotment until the Date of Redemption on the outstanding Principal Sum.

      The interest due on the Debentures for a particular Interest Period will be calculated based on the actual number of days (irrespective of holidays) in such Interest Period (actual/actual) and will be paid not later than three [03] Working Days from each Interest Payment Date. In order to accommodate the debenture interest cycles in the CDS System of the CSE, the payment of interest on a particular Interest Payment Date will include Debenture Holders holding Debentures in the CDS as of the Entitlement Date.

   5. ‌PAYMENT OF PRINCIPAL AND INTEREST

      The Company will redeem the Debentures on the Date of Redemption as specified in Section 5.12 and the interest payments will be made as specified in Section 5.4.

      The payment of Principal and interest will be made in Sri Lankan Rupees after deducting any taxes at source and charges thereon (if any) in Sri Lanka Rupees as per the applicable law prevalent at the time of the payment to the Debenture Holders registered as at the Entitlement Date (In case of joint Debenture Holders, the payment will be made to the one whose name stands first in the Register of Debenture Holders). Please refer Section 5.11 for further details on taxes applicable for Debentures.

      In the event accurate bank account details are provided to the CDS by the Debenture Holders, the payment of principal sum and interest shall be made to Debenture Holders through an electronic fund transfer mechanism recognized by the banking system of Sri Lanka such as RTGS, CEFTS or SLIPS. RTGS transfers however shall be accommodated only for amounts over and above the maximum value of Sri Lankan Rupees Five Million (LKR 5,000,000/-) that can be accommodated via CEFTS or SLIPS transfers.

      If the Debenture Holder has not provided to the CDS, accurate and correct details of his/her/its/their bank account/s for the payment of principal sum and interest, such payment to the Debenture Holder will be posted to the address registered with the CDS, through registered post to the Debenture Holder, by crossed cheques marked "Account Payee Only". Interest payable will be made only by cheques within Three (03) Working days from the end of each period.

      In order to accommodate the Debenture interest cycles in the CDS, interest payments shall not include the Debenture Holders holding Debentures in the CDS as at the last day of the Payment Cycle but one day prior to the Interest Payment Date.

   6. ‌INSPECTION OF DOCUMENTS

      The Articles of Association, Trust Deed, Accountant's Report and Five Years (05) Summary of Financial Statements for the five years ended 31 March 2021 to 31 March 2025, Audited Financial Statements for the Five

      (05) years immediately preceding the date of this Prospectus, and Interim Financial Statements for the Quarter ended 30 September 2025, Issue Rating Report and all other documents referred to in Rule 3.3.13 (a) of the CSE Listing Rules, including material contracts and management agreements entered or in the case of contracts not reduced into writing, a Memorandum giving full particulars thereof by the Company if any, would be made available from Seven (07) Market Days prior to the Date of Opening of the subscription list, for inspection by the public, during normal working hours at the registered office of the Company, No. 100/1 Sri Jayewardenepura Mawatha, Rajagiriya, Sri Lanka until the Date of Redemption of the Debentures.

      The Prospectus, Trust Deed and Articles of Association of the Company are available on the website of CSE (https://www.cse.lk) and the website of the Company (https://www.lolcfinance.com) from Four (04) Market Days prior to the

      date of opening of the subscription list until the Date of Redemption of the Debentures as stipulated in Rule

      3.3.13 (b) of the CSE Listing Rules.

      Furthermore, Application Forms are available free of charge from the Collection Points set out in Annexure II of this Prospectus from Four (04) Market Days prior to the date of opening of the subscription list. Soft copies of the Prospectus and the Application forms can also be downloaded from the websites of the CSE and the Company, viz https://www.cse.lk and https://www.lolcfinance.com respectively.

      Considering the Company's commitment to sustainability and the urgency to open the Issue, the Company has requested a waiver from CSE for Listing Rule 2.4 (f), which requires physical copies of the Prospectus available. After reviewing the request, the CSE has granted the waiver. Consequently, only digital copies of the Prospectus will be available to Trading Participants of the Exchange, and the public.

   7. ‌UNDERWRITING

      The Issue is not conditional upon any minimum subscription amount being raised. The Company has not entered into any underwriting arrangement with regard to this Issue.

      In the event the Issue is undersubscribed, the subscribers shall be allotted in full and funds raised shall be utilized to the extent of such amount to meet the Objectives of the Issue as stipulated in Section 5.3 of this Prospectus, the balance funding will be sourced through Deposits, Bank borrowings and other unutilized credit facilities.

   8. ‌MINIMUM SUBSCRIPTION

      The minimum subscription requirement applicable for an investor applying for Debentures shall be One Hundred

      (100) Debentures (LKR 10,000/-) and Applications exceeding the minimum subscription should be in multiples of 100 debentures.

   9. ‌COST OF THE ISSUE

      The Board of Directors estimate that the total cost of the Issue including the Listing fee, Trustee fee, Brokerage, Printing, Marketing, Managers and Registrars fees and other costs connected with the issue will be approximately LKR 39.88 million and such costs will be financed by internally generated funds of the Company.

   10. ‌BROKERAGE

       Brokerage at the rate of 0.15 per centum shall be paid in respect of the number of Debentures allotted on applications bearing the stamp of any Trading Participant of the CSE, bank operating in Sri Lanka or Joint Managers to the Issue or any other party identified by the Joint Managers to the Issue or any agent appointed by the Company.

   11. ‌TAXATION

       Interest on the Debenture will be paid after deducting any taxes and charges thereon (if any) as per the applicable law prevalent at the time the interest payment is due to the Debenture Holders.

   12. ‌REDEMPTION

       LOLC Finance PLC shall redeem the said Debentures on the expiry of Five (05) years respectively from the Date of Allotment in accordance with the provisions contained in the Trust Deed. Early redemption is not applicable for Debentures issued under this Prospectus, subject to the provisions contained in the Trust Deed. On the Date of Redemption of the Debentures, the Company shall in accordance with the provisions contained in the Trust

       Deed pay to the Debenture Holders the Principal Sum of the Debentures which ought to be redeemed and interest (if any) remaining unpaid up to the Date of Maturity/ Redemption of the Debenture. If the Date of Redemption falls on a day which is not a Market Day, then the Date of Redemption shall be the immediately succeeding Market Day and Interest shall be paid up to the date immediately preceding such Market Day (including holidays).

   13. ‌CREDIT RATING

       Lanka Rating Agency has assigned a rating of "A+" to these Debentures. A copy of the rating certificate is given in Annexure I of this Prospectus.

       The Board of Directors of LOFC undertake to keep the Trustee of the Debenture Issue and CSE immediately informed on any change to the credit rating of the Debentures when either the Company or any of the Directors are aware of any changes to the credit rating of the Debentures being issued under this Prospectus.

       Lanka Rating Agency has upgraded their rating for LOLC Finance PLC to 'A+' from 'A' on 03rd September 2025.

   14. ‌TRUSTEE TO THE ISSUE

       The Company has entered into an agreement with National Development Bank PLC who will act as Trustee to the Issue and National Development Bank PLC has certified/confirmed its compliance and fulfilment of the requirements specified under Section 2.2.1.(n) 'Appointment of a Trustee' of the Listing Rules of the CSE. Debenture Holders in their Application Forms for subscription will be required to authorize the Trustee, to act as their agent in entering into such deeds, writings and instruments with the Company and to act as the agent and Trustee for the Debenture Holders.

       The rights and obligations of the Trustee are set out in the Trust Deed and the Debentures will be subject to the terms and conditions incorporated in the said Trust Deed.

       The Trustee/its directors has no conflict of interest with the Company, except that the Trustee is one of the banks rendering banking related services to the Company.

       In the event the Trustee subscribes to the Debenture Issue, the Company will make an immediate announcement to the market giving out information on the number of Debentures acquired by the Trustee.

   15. ‌RIGHTS AND OBLIGATIONS OF THE DEBENTURE HOLDER

       Debenture holders are entitled to following rights.

       • Receive principal on the Date of Maturity/Redemption and interest on the Debentures as per Sections 5.5 and 5.12 of this Prospectus and the provisions contained in the Trust Deed.

       • In the event of liquidation, Listed, Rated, Senior, Unsecured, Redeemable Debentures will rank after all the claims of, secured creditors and preferential claims under any Statutes governing the Company but pari passu to the claims of unsecured creditors of the Company and shall rank in priority to and over any subordinated debt of the Company and the shareholder/s of the Company.

       • To call, receive notice, attend and vote at the meetings of the Debenture Holders in accordance with the provisions contained in the Trust Deed pertaining to this Debenture issue.

       • The other rights of the Holders of these Debentures are set out in the Trust Deed.

       • To receive a copy of the Annual Report within five 05 months of the year end. Debenture holders are not entitled to following rights

       • Attending and voting at meetings of holders of shares and other types of debentures

       • Sharing in the profits of the Company

       • Participating in any surplus in the event of liquidation

       • Calling for redemption before maturity, subject to the provisions stated in the Trust Deed

       Each Debenture Holder must ensure that the information in respect of the securities account maintained with the CDS is up to date and accurate. Each Debenture Holder shall absolve the Company from any responsibility or liability in respect of any error or inaccuracy or absence of necessary changes in the information recorded with the CDS. Provided further that the Debenture Holders shall absolve the CSE and the CDS from any responsibility or liability in respect of any error or inaccuracy or absence of necessary changes in the information recorded with the CDS where such errors or inaccuracies or absence of changes are attributable to any act or omission of the Debenture Holders.

   16. ‌RISKS INVOLVED IN INVESTING IN THE DEBENTURES
       • Reinvestment Risk: The calculation for Annual Effective Rate (AER) assumes that the investor is able to reinvest his coupons at the same interest rate. An investor may decide to reinvest this interest payment and earn interest from that point onwards until maturity in order to generate the required AER on his investment. Depending on the prevailing interest rates at the point of reinvestment, the interest rates at which Debenture Holders will reinvest such interest received being higher or lower than the return offered by the Debentures.
       • Interest Rate Risk: The price of a typical Debenture will have a negative correlation with the market interest rates. Interest rate risk captures this relationship between market interest rates and the value of Debentures. If market interest rates rise, the value of the Debentures may fall: as market interest rates fall the value of Debentures may rise (all other factors being equal). If the investor wishes to sell the Debenture prior to its maturity, he might be facing a capital loss (gain) if the market interest rates have increased (decreased) subsequently. Interest rate risk is irrelevant for the investor who wishes to hold the Debenture till maturity.

         The interest rate applicable for Type C Debentures (364 Days Treasury Bill rate + 2.50 %), which features a floating interest rate, is subject to fluctuations based on changes in the One Year Treasury Bill Rate. Consequently:

         • If the 364 Days Treasury Bill rate + 2.50% drops below the fixed interest rate applicable to Type A and B Debentures, investors holding Type C Debentures will earn a lower return compared to Type A and B Debenture investors.

         • Conversely, if 364 Days Treasury Bill rate + 2.50% rises above the fixed rate applicable to Type A and B Debentures, Type C Debenture investors will earn a higher return than those with Type A and B Debentures.

       • Credit Risk: Risk of the issuer not being able to pay interest and principal payments as promised on a timely basis is default risk/credit risk. It is advisable for prospective investors of the Debenture to consider the credit rating awarded to the Company and to its Debentures by Lanka Rating Agency Limited, present financial strength as reflected in the Balance Sheet of the Company, assets and earnings growth and experience and skills of the Directors and senior management when forming an opinion on default risk. Lanka Rating Agency Limited has assigned a credit rating of A+ (lka) for the Listed, Rated, Senior, Unsecured, Redeemable Debenture issue of LOLC Finance PLC (Refer Annex I for Rating Report) and this credit rating will be reviewed periodically.
       • Liquidity Risk: Liquidity risk refers to the ease with which the Debenture can be sold in the secondary market, after the initial placement. Since the Debentures are listed, should an investor require an exit

         option, they will be able to sell the Debentures through the CSE in order to convert them to cash and exit from the investment. Therefore, the liquidity risk is mitigated to a greater degree in the Debenture. Investors have to be mindful of the fact that even though the Debentures are listed, trading of listed debt is not at an advanced stage as the equity markets in Sri Lanka.

       • Inflation Risk: An increase in inflation rates will cause a decrease in the real value of coupon cash flows of the Debenture. The Debentures which offer a fixed coupon (i.e. Type A and Type B Debentures) are subject to inflation risk as the interest rates are not adjusted upwards depending on the inflation rate.
   17. ‌BENEFITS OF INVESTING IN THE DEBENTURES

       • Provides an opportunity to diversify the investment portfolio of the investor.

       • Provides the investor with a regular cash inflow of interest payments up to a fixed period of five (05) years.

       • Provides an opportunity to realize capital gains according to interest rate fluctuations in the financial market. Also, if held to maturity, there will be no capital loss incurred.

       • Provides the investor with an opportunity to invest in Debentures issued by a leading Finance Company in Sri Lanka.

       • Being listed on the CSE, the Debentures will have a secondary market, thus providing more liquidity and opportunity for the investor to exit at the market price prevailing at the time of divestiture.

       • The Debentures may be used as collateral to obtain both corporate and personal credit facilities from banks and financial institutions.

   18. ‌TRANSFER OF DEBENTURES

       • These Debentures shall be freely transferable and transmittable as long as the Debentures are listed in the CSE and the registration of such transfer shall not be subject to any restriction, save and except to the extent required for compliance with statutory requirements.

       • Subject to provisions contained in the Trust Deed, the Company may register without assuming any liability any transfer of Debentures, which are in accordance with the statutory requirements and rules and regulations in force for the time being as laid down by the CSE, SEC and the CDS.

       • In the case of the death of a Debenture Holder

         • The survivor where the deceased was a joint holder; and

         • The executors or administrators of the deceased (or where the administration of the estate of the deceased is in law not compulsory, the heirs of the deceased) where such Debenture Holder was the sole or only surviving holder; shall be the only persons recognized by the issuer as having any title to his/her Debentures.

       • Any person becoming entitled to any Debenture in consequence of bankruptcy or winding up of any Debenture Holder, upon producing proper evidence that such Debenture holder sustains the character in respect of which such Debenture Holder proposes to act or such Debenture holder's title as the Board of Directors of the Company thinks sufficient, may at the discretion of the Board be substituted and accordingly, registered as a Debenture Holder in respect of such Debentures subject to the applicable laws, rules and regulations of the Company, CDS, CSE and SEC.

       • No change of ownership in contravention of the above conditions will be recognized by the Company.

   19. ‌LISTING

       An Application for Listed Rated Senior Unsecured Redeemable Debentures has been made to the CSE for permission to deal in and obtain a listing, at a par value of LKR 100/- (Sri Lankan Rupees One Hundred) each, all of which are offered to the public by way of this Debenture Issue and it has been approved in principle. However, the CSE reserves the right to withdraw such approval, in the circumstances set out in Rule 2.3 of the Listing Rules of the CSE. It is the intention of the Company to list the Debentures on the Colombo Stock Exchange upon the allotment thereof. There are no other approvals required for the said Debenture issue apart from the approval of the CSE and CBSL which was obtained on 29thAugust 2025 as stated in Section 5.3.

       The CSE however, assumes no responsibility for the correctness of the statements made, opinions expressed, reports included or omitted statements/ undisclosed information in this Prospectus. A Listing on the CSE is not to be taken as an indication of the merits of the Company or of the Debentures issued.

       At the point of listing, the Company will ensure that the Debentures to be listed are fully paid and issued only for cash.

6. ‌PROCEDURE FOR APPLICATION
   1. ‌ELIGIBLE APPLICANTS

      Applications are invited from the following categories of investors:

      • Citizens of Sri Lanka who are resident in Sri Lanka and above 18 years of age; or

      • Corporate bodies and societies registered/incorporated/established within Sri Lanka; or

      • Approved Unit Trusts licensed by the SEC; or

      • Approved Provident Funds and contributory pension schemes registered/incorporated/ established in Sri Lanka (In this case, Applications should be in the name of the Trustee/Board of Management in order to facilitate the opening of the CDS account).

      • Foreign citizens above 18 years of age (irrespective of whether they are resident in Sri Lanka or overseas); or

      • Global, regional and country funds approved by the SEC; or

      • Non-residents: foreign institutional investors, corporate bodies incorporated or established outside Sri Lanka, individuals and Sri Lankans resident outside Sri Lanka.

      Please note that Applications made by individuals less than 18 years of age or those in the names of sole proprietorships, partnerships, unincorporated trusts and non-corporate bodies will be rejected.

      "Individuals resident outside Sri Lanka" will have the same meaning as in the notice published under the Foreign Exchange Act No. 12 of 2017 in Gazette No. 2045/56 dated 17thNovember 2017.

      When permitting Non-Residents to invest in the Debentures, the Company will comply with the relevant Foreign Exchange Regulations including the conditions stipulated in the notice under the Foreign Exchange Act with regard to the Issue and transfer of Debentures of companies incorporated in Sri Lanka to individuals resident outside Sri Lanka as published in the Government Gazette (Extraordinary) No. 2045/56 dated 17thNovember 2017.

   2. ‌HOW TO APPLY

The terms and conditions applicable to the Applicants are as follows

1. Applications should be made on the Application Forms, issued with the Prospectus. Application Forms are issued free of charge from the places/institutions covered in Annexure II of the Prospectus.

   Application Forms and Prospectus could also be downloaded from the Company's website, https://www.lolcfinance.com and the CSE website https://www.cse.lk (Exact size photocopies of Application Forms would also be accepted).

   Care must be taken to follow the instructions given on the reverse side of the Application Form.

   Applications that do not strictly conform to such instructions and/or the terms and conditions set out in this Prospectus or which are incomplete or illegible may be rejected.

2. Applicants should apply for only one type of Debentures (i.e. either Debentures of Type A, Type B or Debentures of Type C) under one Application Form.

3. In the event an Applicant wishes to apply for more than one type of Debentures, separate Application Forms should be used. Once an Application Form has been submitted for a particular Type of Debentures, it will not be possible for an Applicant to switch between the types of Debentures.

4. More than one Application submitted by an Applicant under the same type of Debentures will not be accepted. If more than one Application Forms are submitted for one type of Debentures from a single

   Applicant, those would be construed as multiple Applications and the Company reserves the right to reject such multiple Applications or suspected multiple Applications.

5. Applications should be made for a minimum of One Hundred (100) Debentures each. Applications exceeding the minimum subscription should be in multiples of One hundred (100) Debentures (LKR 10,000/-). Applications which are not in line with these guidelines will be rejected.

6. If the ownership of the Debentures is desired in the name of one Applicant, full details should be given only under the heading SOLE/FIRST APPLICANT in the Application Form. In the case of Joint Applicants, the signatures and particulars in respect of all Applicants must be given under the relevant headings in the Application Form.

7. An applicant of a joint Application will not be eligible to send a separate Application individually or jointly applying for the same type of Debentures. The interest and capital payments/repayments (if any) will be drawn in favour of the principal Applicant as given in the Application Form

   In the case of joint Applicants, a joint CDS account in the name of the joint Applicants should be indicated.

   The Company shall not be bound to register more than three (03) natural persons as joint holders of any Debentures (except in the case of executors, administrators or heirs of a deceased member). Joint Applicants should note that all parties to the Application should either be residents of Sri Lanka or Non-Residents.

8. Applications by companies, corporate bodies, societies, approved provident funds, trust funds and approved contributory pension schemes registered/incorporated/established in Sri Lanka should have obtained necessary internal approvals as provided by their internal approval procedures at the time of applying for the Debentures and should be made under their respective Common Seals or in any other manner as provided by their Articles of Association or such other constitutional documents of such Applicant or as per the Statutes governing them. In the case of approved provident funds, trust funds and approved contributory pension schemes, the Applications should be in the name of the Trustee/board of management.

9. All Applicants should indicate in the Application for Debentures, their CDS account number.

   All resident individual Applicants should ensure that;

   • If the Applicant's CDS account contains information relating to the NIC number, the NIC number of the Applicant is stated in the relevant cage of the Application Form; or

   • If the Applicant's CDS account contains information relating to the passport number, the passport number of the Applicant is stated in the relevant cage of the Application Form.

     The NIC, Passport or Company registration number as the case may be, must be stated in the Application Form and any Application Form which does not provide the appropriate identification information will be rejected.

     Resident Applicants may use the Passport for purposes of identification only if they do not have a NIC number.

     In the event the name, address or NIC number/Passport number/Company number of the Applicant mentioned in the Application Form differ from the name, address or NIC number/Passport

     number/Company number as per the CDS records, the name, address or NIC number/Passport number/Company number as per the CDS records will prevail and be considered as the name, address or NIC number/Passport number/Company number of such Applicant. Therefore, Applicants are advised to ensure that the name, address or NIC number/Passport number/Company number mentioned in the Application Form tally with the name, address or NIC number/Passport number/Company number given in the CDS account as mentioned in the Application Form.

     Application Forms stating third party CDS accounts, instead of Applicants' own CDS account numbers, except in the case of margin trading, will be rejected.

     Non-resident investors may be affected by the laws of the jurisdiction of their residence. If the non-resident investors wish to apply for the Debentures, it is their responsibility to comply with the laws relevant to the jurisdiction of their residence and of Sri Lanka.

10. Applicants who wish to apply through their margin trading account, should submit the Application Forms in the name of the "Margin Provider/Applicant's name" signed by the margin provider. The Applicants should state the relevant CDS account number relating to the margin trading account in the space provided for the CDS account number in the Application Form. A photocopy of the margin trading agreement must be submitted along with the Application.

    The NIC, Passport or Company registration number of the Applicant, as the case may be, must be stated in the Application Form.

    Resident Applicants may use the Passport for purposes of identification, only if they do not have a NIC number.

    Please note that the margin provider can apply under its own name and such Applications will not be construed as multiple Applications.

    Multiple Applications will not be entertained. The Issuer reserves the right to reject all multiple Applications or suspected multiple Applications.

11. Application Forms may be signed by a third party on behalf of the Applicant(s) provided that such person holds the Power of Attorney (POA) of the Applicant(s). A copy of such POA certified by a Notary Public as "True Copy" should be attached with the Application Form. Original of the POA should not be attached.

12. Funds for the investment in Debentures and the payment for Debentures by Non-Residents should be made only out of the monies available to the credit of a "Inward Investment Account" (IIA) of the Non-Resident Applicants opened and maintained in a licensed commercial bank in Sri Lanka in accordance with the directions given by the Controller of Exchange in that regard to licensed commercial banks.

An endorsement by way of a letter by the licensed commercial bank in Sri Lanka in which the Applicant maintains the IIA, should be attached to the Application Form to the effect that such payment through bank draft/bank guarantee/RTGS has been made out of the funds available in the IIA.