Trust Deed - Debenture Issue 2025

CE RTIFIE

This Trust Deed is made on this Twenty Fourth (24"1) day of November Two Thou sand and Twenty Five (2025)

LOLC FINANCE PLC, a Company duly incorporated in Sri Lanka bearing registration number PB 244 PQ of No.100/1, Sri Jayewardenepura Mawathq Rajagiriya in the Democratic Socialist Republic of Sri Lanka (hereinafter called "the Company" and which term or expression herein used shall where the context so requires or admits mean and include the said LOLC FINANCE PLC, its successors and assigns) ONE PART;

AND

NATIONAL DEVELOPMENT BANK PLC, a banking company duly incorporated in the said Reptibiic of Sri Lanka and re registered under the Companies Act No. 07 of 2007 of Sri Lanka bearing Registration Number PQ 27 and having its registered office at to. 40, Nawair Maratha Colombo 2 in the said Republic of Sri Lanka (hereinafter called "the Trustee" and which lerm or expression herein used shall where the context so requires or admits mean and include the said NATIONAL DEVELOPMENT BANK PLC and its successors and assigns) of the OTHER PART;

WHEREAS

• The Company being duly empowered in that behalf by its Articles of Association has resolved by resolutions dated 13" Augusi 2025 and 30"' October 2025 of its Board of Directors to raise a sum not exceeding Sri Lankan Rupees fifteen Billion (LKR 15,000,000,000/-) by the issue of Listed Rated Senior Unsecured Redeemable Debentures 2025-2030 each of the par value of Sri LanKan Rupees One Hundred (LKR I 00/-) having a tenure and bearing interest at the rate hereinafter mentioned and to be listed on the Colombo Stock Exchange;

• The said Debentures shall be constituted in the wanner and upon the terms and conditions

  hereinafter contained;

• The Company has obtained an instrument rating of A+ from Lanka Ratings Limited;

• The Trustcc being duly qualified to act as Trustee under the Securities and Exchange Commission of Sri Lanka Act No. 19 of 2021 has agreed to accept the office of Trustee and act under the provisions of this Trust Deed as Trustee fOr the benefit of and in the interests of the Debenture Holders on the terms hereinafter contained.

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  NOW THIS DEED WITNESSETH AND IT IS HEREBY AGREED AND DECLARED AS FOLLOWS:
  1. DEFINITIONS

     (g} n These Presents uness the Subject or comext otherwise requi res the following expressions shahI hsve the respe¢tive meanings giVen below:

     1. "CENTRAL DEPOSITORY or CDS" means the Central Depository Systems (Private) Limited.
     2. "CSE" means the Colombo Stock Exchange.
     3. "CERTIFICATE* means any certificate required to be issued under These Presents and they may be signed on behalf of the Company by (a) any two (02) Directors or (b)a Director and the Company Secretary or (c) any two (02) other Officers specifically authorized by the 8oard of the Company to issue such a certificate.

     4. "DATE OF ALLOTMENT" means the date on which the Debentures w'ili be allowed to the Debenture Holders which date will be notified lo the Debenture Holders.

     5. "DATE OF REDEMPTION" means Fix'e (05) years from the Date of Allotment or such earlier date on which the Debentures may become redeemable in the circumstances set out in Clause 4.3 hereof or such later date on which the Debentures may be redeemable in the circumstances set out in Clause 4.2 .

     6. "DEBENTURES" shail mean;

        1. Type A Debentures: Listed Rated Senior Unsecured Redeemable Debentures 2025-2030 of the par value of Sri Lankan Rupees One Hundred (LKR100/-) each, bearing interest at a fixed rate of Eleven Decimal Two Five per centum (11.25%) per annum (AER I 1.25%) payable annually on each Interest Payment Date from the Date of Allotment of the Debentures until the date immediately preceding the Date of Redemption.

        2. Type 8 Debentures: Listed Rated Senior Unsecured Redeemable Debentures 2025-2030 of the par va1ue of Sri Lankan Rupees One

           Hundred (LKR 100/-) each, beanng interest aat fixed rate of'ten Decimal

           Nine Five per centum (10.95%) per annum (AER 11.25%) payable semi-annually on each Interest Payment Date from the date of A llotment of the Debentures until the date immediately preceding the Date ofRedemption.

        3. Type C Debentures: listed Rated Senior Unsecured Redeemabie Debentures 2025-2030 of the par value of Sri Lankan Rupees One Hundred (LKR 100/-) each, bearing interest at a floating rate of 364 Days Treasury Bill rate PIus Two Decimal Five Nought per centum per annum (364 T-bill 2.50%} payable and tepriced annually on each Interest Payment DatG from tf›c Date of AIlotment or the Debentures until the date

        immediately preceding the Date of Rcdcmptiun.
        
        
        

     7. "DEBENTURE HOLDERS" mean the Holdersofthe Debentures in whose CDS account the Debentures are lodged as at the relevant date.

     8. "ENTITLEMENT DATE" means the Market Day immediately preceding the respective Interest Payment Date or Date of Redemption on which a Debenture Holder would need to be recorded as beinga Debenture Hot der on the list of Debenture Hot dms provided by the CDS to the Company in order to qualify for

        the payment ot any interest or any redemption proceeds.

     9. "EVENT OF DEFAULT" means any event set out in Clause 10.

     10. "EXTRAORDINARY RESOLUTION" means a resolution passed by the holders ofnot less than three fourth (•Z4) in value of the debenture Holders present and voting on such resolution.

     11. 12,

         "INTEREST PAYMENT DATE" in respect of;

         (i) Type A and Type C Debentures: means the dates on which the payments of interest in respect of the Type A and Type C Debentures shall fall due, which shall be twelve (1 2) 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.

         (fi) 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 ofRedemption and includes the Date of Redemption.

         "INTEREST PERIOD* in respect of;

         i) Type A and 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).

         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 [nterest 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 ofRedemption (inclusive ofthe aforementioned commencement date and end date).
         
         

         13. "LISTED" means tradable on the Colombo Stock Exchange.

         T4.

         15.

         
         
         "MARKET DAY" means a day on which trading takes place at the Colombo Sloek Exchange.

         "PROSPECTUS" means a prospectus prepared in accordance with the Companies Act No. 7 of 2007 (as amended) and the Rules of the Colombo Stock Exchange and delivered to the Registrar of Companies in terms thereof and Securities and Exchange Commission of Sri Lanka in terms of the Securities and Exchange Commission of Sri Lanka Act No. 19 of 2021.

         "RATE OF INTEREST" means with respeCt to;

         1. Type A Debentures: a fixed rate of Eleven Decimal Two Five per centum (11.25%) per annum (AER: 1 l .25%).

         2. Type B Debentures: a fixed rate of Ten Decimal line Five per centum (10.950d) per annum (AER: 1 I .25%).

         3. Type C Debentures: a floating rate of 364 Days Treasury Bill rate plus J"wo decimal Five bought per centuin (2.50%} per annum.

            1. "RESOLUTION" means a Resolution passed by the Debenture Holders in terms of Clause 20 unless otherwise provided for.

            2. "REGISTERED ADDRESS" when used in relation to a Debenture Holder means the address provided by the Debenture Holder to the CDS.

            3. "REGISTRARS" means the Registrars to the Debenture issue or such other person or persons to be appointed as the Registrars for the purpose of These Presents by the Company.

            4. "SEC" mean5 the Securities and Exchange Commission of Sri Lanka established under the Securities anJ Exchange Commission of Sri Lanka Act No. 1fi of 202 T.

         
         
         

         "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 part 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 ltte claims and rights of the shareholder/s of the Company..

         2Z. "SRI LANKAN RUPEES" and the sign "LKR" mean the lawful currency of the Republic of Sri Lanka.

         1. "THESE PRESENTS" means this Trust Deed as from time to time modified in accordance with the provisions herein contained and/or according to law and shall include any Supplementary 'l"rust Deed executed in accordance with the provisions hereof.

         2. "TRUST DEED" means These Presents as from time to time modified in accordance with the provisions herein contained and/or according to law and shall include any Supplementary 'trust Deed executed in accordance with the provisions hereof.

            
            
            
         3. *TRUSTEE" means NATIONAL DEVELOPNIENT BANK PLC, a banking

            company duly incorporated in the said Republic of Sri Lanka and re registered under the Companies Act No. 07 of 2007 of Sri Lanka bearing Registration Number PQ 27 and having its registered otTice at No. 40, Nawam Maratha Colombo 2 in the democratic Socialist Republic of Sri Lanka or iis successors and assigns.

         4. "WORKING DAY" means any day (other thana Saturday or Sunday or any statutory hot iday) on which licensed commercial banks are open for business in Sri 1.anka

         5. "36d 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 prioT iO the commencement of the Interest Period.

         1. Words denoting or importing the singular number shall include the plural number and vice versa and words denoting or importing the masculine gender only shah include the feminine gender and shall include corporate and unincorporated bodies ofpersons.

         2. In These Presents references to:

            1. any prov'ision of any statute shall be deemed also to refer to any statutory modification or re-enactment thereof or any statutory instrument, order or regulation made there under or under such modifications or re-enactment.

            2. principal and/or interest in respect of'the Debentures or to any monies payable by the Company under These Presents or under the Debentures shall be deemed also to include references to any additional amounts which may be payable under These Presents.

               (ii i) costs, charges or expenses shall include (but not be limited to) Value Added Tax, Turnover Tax or similar tax charged or chargeable in respect thereof.

               (iv) amonth shall be a reference to the time from any day of one calendar month to the corresponding day of the next calendar month.

         3. References in this Trust Deed to clauses. sub-clauses, paragraphs and sub-paragraphs shall be construed as references to the clauses, sub clauses, paragraphs and sub-paragraphs of this Trust Deed respectively.

         4. The headings are inserted herein only for conveniences and shall not affect the construction of These Presents.

  2. APPOINTiYIENT OF THE TRUSTEE

     The Trustee is hereby appointed as Trustee for the purposes of the Debentures and for the benefit of and in the interests of the Debenture Holders zs provided herein and the Trustee accordingly accepts the appointment upon the terms and conditions contained herein and agree to act under the provisions of this Trust Deed as the Trustee.

  3. AMOUNT OF THE DEBENTURE ISSUE AND ALLOTMENT OF DEBENTURES

     Debentures will be issued by the Company to raise a sum of up to Sri Lankan Rupees Ten f3iilion (LKR 10,000,000,000/-) with an option to increase the said sum by up to a further Sri Lankan Rupees five Billion (CKR 5,000,000,000/-) at the discretion of the company in the event of an oversubscription of the initial issue to raise an aggregate sum of up to Sri Lankan Rupees Fifteen Billion (CKR I 5,000,000,000/-) and the Debentures shall be listed on the Colombo Stock Exchange subject to in-principle approvals of the CSE being obtained.

  4. COVENANTS TO PEPAY THE PRINCIPAL SUM AND INTEREST

     1. (a) Fhe Company hereby covenantswith the Trustee for the benefit of the Debenture Holders that it will'

        1. pay on the Date of Redemption to the Debenture Holders as of the Entitlement Date, in accordance with the provisions of These Presents and upon receipt ofthe information relating to the Debenture Holders from the CDS, either through an electronic fund transfer mechanism recognised by the banking system of Sri Lanka such as SLIPS (Sri Lanka Interbank Payments System) and RTGS (Real Time Gross Senlement System) in the event accurate bank account details of the Debenture Holders are provided to the CDS to effect such transfers; or by cheque/s marKed "Account Payee Only' sent by ordinary maii to the addresses provided by the Debenture Holders to the CDS, at the risk of the Debenture Holders, if bank account details are not prpvided to the CDS or the bank account details provided to the CDS are inaccurate the principal sum of the Debentures which ought to be redeemed and interest (if any) remaining unpaid up to the date immediately preceding the Date of Redemption of the Debentures. RTGS transfers however could be effected only for amounts over and above the maximum value that can be accommodated via SU PS transfers.

        2. pay on each applicable Interest Payment Date to the Debenture Holders as of the Entitlement Date, in accordance with the provisions of These Presents and upon receipt of the information relating to the Debenture Holders from the CDS, either through an electronic fund transfer mechanism recognised by the banking system of Sri Lanka such as SLtPS and RTGS, in the event accurate bank account details of the Debenture Holders are provided to the CDS to effect such transfers; or by cheque/s marked "Account Payee Only" sent by ordinary mail to the addresses provided by the Debenture Holders to the CDS, at the risk ofthe Debenture Holders, if bank account details are not provided to the CDS or the bank account details provided to the CDS are inaccurate the interest on the Debentures for the time being outstanding at the Rate of Interest in accordance with the provisions of These Presents. RTGS transfers however couid be effected only for amounts over and above the maxiiriuir value that can be accommodated via SU PS transfers.

1. the payment of the principal sum and interest shall be made in Sri Lankan Rupees after deducting any withholding tax and/or such other taxes and charges thereon, if applicable in turns of the law prevailing at the time of

   
   
   
   
   
   

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2. any payments shall be deemed to have been made on the Date of Redemption or the Interest Payment Date as the case may be if the cheques are dispatched not later than three (03) Working Days from such date or the SLIPS transfer or the RTGS transfer iS made not later than three (03) Working Days from such date.

3. in the event of there being any delay in the redemption of the Debentures or the payment of interest thereon due to a default by the Company, the Company shall pay default interest at the Rate of 1nterest plus Two per

centum (2%) per annum from the Dare of Redemption or the Interest Payment Date as the case may be.

(bJ

The Debentures shall be redeemed in accordance with the provisions contained in These Presents on the Date ofRedemption together with interest (if any) remaining unpaid thereon.

1. lf any Debenture Holder fails or refuses to receive payment of the interest or redemption monies payable to such Debenture Holder, or any part thereof within ninety (90) days from the Interest Payment Date or the Date of Redemption of the debentures as the case may be, the amount due to him shall be transferred by the Company to a suspense account maintained separately with the Trustee at the end of ninety (90) days afier the Interest Payment Date or the Date of Redemption of the Debentures and shall be paid by the Company to the Debentures Holder when a claim is duly made and no interest will be payable by the Company on such interest or redemption monies for the period between the Interest Payment Date or the Date ofRedemption as the case may be and the date of the said payment unless the nonpayment is due toa default on the part ofthe Company.

   No person shall be entitled to claim any such payment after the completion of six

   (06) years from the Interest Payment Date or the Date of Redemption and all unclaimed monies shall cease to be owed and payable by ths Company to any Debenture Holder after the said period of six (06) years and such moneys will be returned to the Company by the Trustee.

2. If any cheques for redemption and/or an tnterest payment sent by post to the Debenture Holders are returned to the Company undelivered, the amounts represented by each of such returned cheques shal! also be tmnsferred by the Company to a suspense account maintained with the Trustee and retained therein for a period of sixg(06) years from the Interest Payment Date or the Date of Redemption of the Debentures. Such monies will be repaid to the Debenture Holders if the same is claimed in writing by such Debenture Holder within the said six (06) year period and no interest will be payable by the Company on such interest or redemption monies for the period between the Interest Payment Date or the Date of Redemption as the case may be and the date of the said payment.

No person shall be entitled to claim any such redemption and/or interest payment after the completion of six (06) years from the Interest Payment Date or the Date of Redemption and all unclaimed monies shall cease to be owed and payable by the Company to any Debenture Holder after the said period of six (06) years and such monies will be returned to the Company by the Trustee.

1. The Company shal1 always act on the information furnished by the CDS and it shall be the responsibility of each such Debenture Holder to keep all the information in respect of such Debenture Holder updated. Each Debenture Holder shall absolve the Company from any responsibility or liability in respect of any

   error or absence of necessary changes in the information recorded with the CDS. Provided further that the Debenture Holder shall absolve the CSE and the CDS from any responsibility or liability in respect of any error or absence of necessary changes in the information recorded with the CDS where such errors or absence of changes are initiated or are altributable to the Debenture Holders.

   
   
   

   The Company shall be entitled to make payment on redemption of all such DebentureS on the Date of Redemption to such Debenture Holders without any request for claim from such Debenture Holders and such payment shall be deemed to be a payment duly made by the Company to the respective Debenture Holders in the redemption of the Debentures of such Holders.

   1. In order to accommodate the Debenture interest cycles in the CDS system of the CSE, the Debenture Holders to whom interest shall be paid shall be those holding Debentures in lhe CDS as of the Entitlement Date.

      1. If the Date of Redemption falls on a day which is not a Market Day, then the Date of Redemption shall be the iminediate!y succeeding Market Day and for the avoidance of doubt it is agreed that interest shall be paid for the intervening days which are not Market Days.

      2. The Debentures shall not be redeemed by the Company prior to the Date of Redemption for any reason whatsoever except

         1. due to the occurrence of an Evenl ofDefault as contemplated in Clause 10 hereunder; or

         2. with the prior wrincn approval from the Central Bank of Sri Lanka and the approval of the Debenture holders of two third (2/3) of the par value of the Debentures outstanding.

      3. The Debenture Holders shall not have any right or opticn to call fcr redemption of the Debentures before the Date of Redemption.

      fi. STAMP DUTY AND OTHER CHARGES (IF ANY)

      fl"he Company shall pay all charges, stamp duties and other similar duties or taxes (if any) payable on or in connection with (i) the tssue of the Debentures and (i i) the execution of These Presents.

      1. ELIGIBILITY TO APPLY FOR DEBENTURES

         Applications for Debentures should be for a minimum of One Hundred (100) Debentures and any application for excess of this figure should be in multiples of One Hkindred (1 TO) Debentures.

      2. TRANSFER OF DEBENTURES

         1. These Debentures shall be freely transferable and the registration of such transfer shall not be subject to any restriction, save and except to the extent required for' compr iance with statutory requirements.

         2. The Debentures shalI be transferable and transm ittable through the CDS as long as the Oebentures are listed in the CSE. Subject to the provisions contained herein the Company may register without assure ing any Iiability any transfer of Debentures, which are in accordance with the statutory requirements and rules and regulations in force for the lime being aS laid down by the CSE, SEC and the CDS.

            
            
            

         3. ln the case of death of a Debenture Holder

            1. The survivor where the deceased was a joint holder; and

            2. 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 Hol dcr was the so1c or only surviving hoIder

               shall be ltte only persons recognized by the Company as having any title to hislher Debentures.

               {d) Any person becoming entitled to any Debentures in consequence ofbankruptcy or winding up of any Debenture Holder, upon produci s proper evidence that he/she/it sustains the character in respect of which he/she/it proposes to act or hislher title as the Board of

               Directors of the Company thinks sufficient may in the discretion ofthe 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.

               (e) No change of ownership in contravention to these conditions wilt be recognized by the Company.

      3. COVENANT TO OBSERVE PROVISIONS OF THE TRUST DEED

         The Company hereby covenants with the Trustee to comply with the provisions contained herein and to perform and observe thc same. t is expressly agreed between thC Company and the Trustee that the Trustee shal! not be liable for any loss or damage however caused by non-observance or non-compliance with the covenants contained in Clause 9 by the Company.

      4. COVENANTS BY THE COMPANY

         The Company hereby covenants with the Trustee for ltte benefit of the Debenture Holders that, so long as any of the Debentures remain outstanding:

         1. The Company shall at all times carry on and conduct its affairs in a proper and appropriate manner.

         2. The Coinpany shall at all times keep such books of accounts as It is obliged to keep under the applicable laws and (to the extent not prphibited by law or otherwise by virtue of any duty of confidentiality) ai any time after an Event of Default shark hax'e occurred or the Trustee shall have reasonable cause to bet ieve that an Event of Default will occur, allow a reputed audit firm appointed by the Trustee in consultation with the Company free access to the same at all times during working hours and to discuss the same with the directors and officers of the Company, provided however thai the Trustee and the audit firm shall, to the extent legally permitted, maintain confidentiality in respect of all the matters relating to the Company and its business and shall not use any information they acquire pursuant to these provisions for any other purpose.

         3. The Company shall issue a Certificate in writing to the Trustee;

            1. within five (05) days from each Interest Payment Date, certifying that the interest on the Debentures has been paid to the Debenture Holders in terms of Clause 4;

            2. within five (05) days from the Date of Redemption certifying that the principal amount has been paid to the Debenture Holders in terms of Clause 4.

         4. The Company shall issue to the Trustee such certificates and provide such information as the Trustee may require in order to carry out its duties and obl'sationsin terms of These Presents provided such ceHificates can be issued or such information can be provided by the Company to the extent permitted by law and the Listing Rules of CSE without committing any breach of its duty of confidentiality to any person or entity.

         5. The Company shall submit to the Trustee within one (01) month from the end of every calendar quarter from the Date of Allolment aCertificate which is dated in accordance with a resolution of its Board of Directors that the Company has complied with each and all or the covenants including those contained in this Clause 9 in These Presents and the certification should include:

            1. Whether or not any limitation of liabilities or borrowings as prescribed by the Companies Act No. 7 of 2007 (as amended) and the Articles of Association of the Company has been exceeded;

            2. Whether any material trading or capital loss has been sustained by thC Company;

            3. Whether or not any circumstances materially affecting the Company has occurred which adversely affects the Debenture Holders;

               Whether or not any contingent liability has matured or is likely to mature withtn thc nexl twelve (12) months, which will materially affect the abiiity of the Company to repay the Debentures;
               
               

               1. Wheiher the Company has any material contingent liabilities and if so the amount of such liabilities;

               2. Whether the Company has assumed a liability of a related corporate body during the preceding calendar quarter, the extent of the liability assumed during the quarter and the extent of the liability at the end of the quarter;

               (Vii)

               
               
               

               Whether or not there has been any change in any accounting method or method pf valnation of assets or liabilities of the Company;

               Whether or not any circumstances have arisen which render adherence to the existing method of valnation of assets or liabilities of thC Company inappropriate;

               1. Whether or not there has been any substantial change in the nature of the Company's business since the issue of the Debentures;

               2. Whether or not any action has been taken by the Board of Directors of the Company in terms of Section 2 19 or Section 220 of the Companies Act No. 7 of 2007 (as amended) during the preceding quarter;

               3. Whether or not the Company has observed and performed all the covenants and obligations binding upon them respectively pursuant to the Trust Deed.

         6. The Company shall keep a record of the number of Debentures which have been issued and. the date of such issue and the persons to whom such Debentures were issued, provided however that the Company shalI after the listing of the Debentures on the C5 E be entitled to treat the records maintained by the CDS as on accurate record of the Det›cnture Hof ders and the number and value of ihe Debentures held by each Debenture I-tolder.
            
            
            

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            {g)

            The Company shall permit the Trustee and the Debenture Holders at all reasonabie times without payment of any fee to inspect any records maintained by the Company referred to in Clause 9(f) above and to take copies thereof.

   2. The Company shall forthwith upon the Company becoming aware of the happening of any and every such event as is mentioned in Clause 10 hereof give noiice thereof in writing to the Trustee provided that the Company shali in any event issuea Certificate to the Trustee

within thirty (30) days from the end of even semi-annual period commencing from the Date of Allotment of the Debentures certifying that no event mentioned in paragraphs (c) and (d) of Clause 10 hereof has occurred during the previous six (06) month period which would have resulted in the Debentures becoming payable in terms of the said Clause 10.

ti)

The Company shall make available the Trust Deed in full on tke Company's web site and CSE's web site until the Date of Redemption and shall make available to any Debenture Holder on request a certified copy of the Trust Deed upon payment of a fee of Sri Lankan Rupees One Hundred (LKRI00/-).

Q) The Company shall send to the Trustee and the CSE and publish on its web site, no Water than one hundred and fifty (150) days from its financial year end its audited financial statements and no later than foriy five (45) days from the end ofthe first, second and third quarters and sixty (SO) days from the end of the fourth quarter of its financial year an interim financial statement prepared on a quarterly basis-

(k) The Company shall send to the Trustee 6Il pubished financial and other information, which is normally provided to ordinary shareholders at the same time that it is sertt to the shareholders.

(1}

The Company shall reimburse all reasonable expenses incurred by the Trustee after an

1. Preservation of the Company's assets (whether then or thereafter existing}.

2. Collection of amounts due under this Trust Deed.

All such sums shall be reimbursed by the Company within dirty (30) days from the date of notice of demand from the Debenture Holders or the Trustee.

1. The Company shall immediately notify the Trustee in the event that the Company becomes aware of the occurrence of any of the following events that has caused or could cause:

   1. Any amount payable under the Debenture to become immediately payable.

   2. Any event which in the opinion of the Company that could lead to the acceleration of either the payment of interest or redemption of the Debentures.

   3. Any other right or remedy under the terms and conditions of the Debentures or the provisions or covenants ofthe Trust Deed to become immediately enforceable.

2. In the event that the Company creates a charge, the Company shall submit to the Trustee the written details of the charge within twenty one (21) days after it is created and if the amount to be advanced on the security of the charge is indeterminatet,he Company shall submit to the Trustee the written details of the amount of each claim, within five (05) days from the date the claim is made.

3. The Company shall at all times maintain records of all its published information and make them available for inspect ion by the Trustee and Debenture Holders.

4. The Company shall not declare or pay any dividend to its shareholders during any financial year unless it has paid all principal sums and interest payments that have become due and payable to the Debenture Holders as at the date on which the dividend is proposed to be declared or paid or has made satisfactory provisions thereof .

1. EVENTS OF DEFAULT

   The Debentures shall become immediately payable at the option of the Trustee and upon the request in writing of the Debenture Holders of at ieast one fifth (1/5) of the par value of the Debentures outstanding or pursuant to an Extraordinary Resolution of the Debenture Holders on the occurrence of any of the following events:

   1. If the Company defaults on the payment of the principal sum or any interest due on the whole or any part of the Debentures in accordance with thé provisions contained in These Presents.

   2. If the Debentures cease to be iisted in the CSE at any time between the time of listing and the Date of Redemption, due to any default on the part of the Company.

   3. If the Company stops or threatens to stop payment of its debts or ceases to carry on its business, which may lead to ihe winding up of the Company.

   4. If any liquidation, bankruptcy, insolvency, receivership or similar action or proceeding is commenced against the Company or an order has been made against or an effective resolution has been passcd for the winding up of the Company.

   5. Ibthe Company does not submii a certificate to ihe Trustee as set out in Clause 9 {c), Clause 9 (e) or Clause 9 (h).

If the Company commits a breach of any terms or conditions in the Debentures or provisions of the Trust Deed or any other documents relating to the issue, offer or invitation in respeci oft!se Debentures on in part to be observed and performed.

1. Where any other indebtedness of the Company becomes due and payable prior to its stated maturit or where security created for any other indebtedness becomes enforceable.

2. Where there is revocation, withholding or modification of a license, aulhorization or approval that impairs or prejudices the Company's ability to comply with the terms and conditions of the Debentures ur the provisions of the Trust Deed or anv other document relating to the issue, offer or invitation in respect of the Debentures.

(i Where any mortgage, charge, pledge, lien or other encumbrance present or future is created or assumed by the Company contrary to the terms or conditions of the Debentures and the provisions of the Trust Deed.

ENFORCEMENT OF OBLIGATIONS

At any time after the Debentures shali have become repayable on redemption or otherwise under any provision of 7'hese Presents, and lhe Company has faired and/or neglected to repay and/or redeeiri lhe same within the stipulated time period, the Trustee may upon the Company's continuous failure and/or negligence to repay and/or redeem the Debentures, at its discretion, and upon the request in writing of the Debenture I-iolders of ai least one fifth ( 1/5) of the par value of the

Debentures outstanding or lhe Debenture Holders pursuant to an Extraordinary Resolution and subject to fourteen (14) days prior written notice to the Company, institute such proceedings as they think fit to enforce repayment and other obligations o(the Company under These Presents.

1. APPLICATION OF MONIES RECEIVED BY THE TRUSTEE

   1. in the event of the Trustcc recovering or receivin* any monies from the Company consequent tn

      any action taken by the Trustee against the Company the Trustee shall apply such ironies.

      1. In the first place in paying or providing for the payment or satisfaction of the costs charges expenses and liabilities incurred in or about the execution of the trust constituted by These Presents (including remuneration of the Trustee);

      2. Secondly, in or towards payment to the Debenture Holders of all arrears of interest remaining unpaid on the Debentures held by them respectively;

      3. Thirdly in or towards payment to the Debenture Holders of all principal monies due in respecl of the Debentures held by them respectively; and

      4. Finally, the Trustee shall pay the surplus (if any) of such monies to the Company or its assigns. provided that at lhe discretion of the Trustee payments may be made on account of principar monies before any pan of the interest or the whole of the intercst on the Debentures have been paid but such alteration in the order of payment of the principal monies and interest shall not prejudice the right of the Debenture Holders to receive the full amount to which they would have been entitled if the ordinary order of payment had been observed. Any payment to the Debenture Holders under this clause shall be made part passu in proportion to the Debentures held by them respectively.

   2. The Debentures shall in the event of winding up of the Company rank afier all the claims of secured creditors and preferential claims under any Statutes governing the Company but part 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.

Any payment to be made in respect of the Debentures by the Company or the Trustee may be wade in the manner provided in this Trust Deed and any payments so made shal1 be a good discharge pro tanto to the Company or the Trustee, as the case may be. Any payment of interest in respect of a Debenture shall extinguish any claim which may arise directly or indirectly in respect of such interest froma Debenlure Holder.

Upon arty payment under the provisions of this Clause T3 of the Trust Deed in respect of which such payment is made in full shall be cancel bed and the Trustee shall certify or procure the ccrtification of such cancellation.

1. REMUNERATION OF THE TRUSTEE

   The Company shall pay the Trustee during the continuation of These Presentsa sum of Sri Lankan Rupees Six Hundred Thousand (LKR 600,000/-) per annum exclusive of government taxes and levies on account of remuneration for the Trustee for its services under These Presents. The said fee shall be paid in advance at the beginning of each semi-annual period commencing from the Date of Allotment of the Debentures

   Further, the Trustee shall be entitled to be reimbursed by the Company all reasonable costs, charges and expenses which the Trustee may incur in relation to the exercise of its duties hereunder and the amounts to be so reimbursed shall be paid by the Company to the Trustee within fourteen (14} days of a claim being made.

2. GENERAL POWERS AND DUTIES OF THE TRUSTEE

   1. Without prejudice to the powers and reliefs conferred on Trustee by These Presents or by the laws relating to the Trusts or any pther applicable law the Trustee shall have the following powers:-

      1. The Trustee may in relation to These Presents act on the opinion or advice of or a certificate or any information obtained from any lawyer, banker, valuer, surveyor, broker, auctioneer, accountant, auditor, other expert (whether obtained by the Trustee or the Company) or other responsible officer of the Company and shall not be responsible for any toss occasioned by aciing on any such opinion, advice, certificate or information and that the "I"rustee shall not be liable for acting on any opinion, Advice, certificate or information purporting to be so conveyed although the same shall contain some error as long as the Tnistee has acted in good faith with professional diligence.

      2. The Trustee shall as regards all the trusts, powers, authorities and discretion vested in it by These Presents or by operation of law, have absolute and uncontrolled discretion as to the exercise or non-exercise thereof and the Trustee shall not be responsible for any loss, costs, damages, expenses or inconvenience thai may result from the exercise or non exercise thereof but where lh# Trustee is under the provisions of These Presents bound to act at the request or direction of the Debenture Holders the Trustee shall nevertheless not be bound unless first indemnified to its satisfaction against all actions, proceedings, claims and demands to which it may render itself itable and all costs, charges, damages. expenses and liabiiities which it may incur by so doing.

      3. To summon any meeting of the Debenture Holders in accordance with the provisions of Clause 20 hereof.

         (d in case of default by the Company, the Trustee may but shall not be bound unless directed enher by an instrument in writing signed by the Debenlure Holders of at least Seventy Five per centum (75%) of the par value of the Gebentures for the time being outstanding or in accordance with an Extraordinary Resoi ution passed by the Debenture Holders in accordance with Clause 20 of These Presents, to waive such terms and conditions as they shall deem expedient any of the covenants and provisions contained in 3"hese Presents on the part of the Company to be performed and observed.

         (e) The Trustee as between itself and the Debenture Holders shall have full power to determine all questions and doubts arising in relation lo any of the provisions of These Presents end every such determination, whether made upon a question actually raised or implied in the acts or proceedings of the Trustee.

         ( The Trustee may, in the condnet of the trusts of These Presents, instead of acting through its staff, employ and pay a pfofessionai person with the prior written approval of the Company, to transact or conduct, or concur in transacting or conducting, any business and to do or concur in doing all acts required to be done by the Trustee. Any expense incurred by such employment ofa professional person shall not be charged as an expense to the Company.

         
         
         
         
         
         

         1. The Trustee shall not be liable to the Company or any Debenture Holder by reason of having recognized or treated asa Debenture Holder any person subsequently found not to be so entitled to be recognized or treated.

         2. Whenever in These Presents the Trustee iS required in connection with any exercise of its powers, trusts, authorities or discretions to have regard to the interests of the Debenture Holders, it shall have regard to the interests of the Debenture Holders as a class arid in panicular, but without prejudice to the generality of the foregoing, shall not be obliged to have regard to the consequences of such exercise fot any individual Debenture Hqlders resulting from his or its being for any purpose domici led or resident in, or otherwise

         connected with. or subj cct to the j urisdiction of, any parti cu 1ar territory.

         (i

         I 5.2

         15.3

         The Trustee may, accept a Certificate certifying that all Debentures have been redeemed or relating to any other matter primarily in the knowledge of the Company as sufficient evidence thereof and such Certificate shark be a complete protection to the Trustee who acts thereon.

         The Trustee shall give notice to the Debenture Holders in writing:

         1. when the Trustee is notified by the Company of any occurrence mentioned in Clause 10 or any condition of the Trust Deed which cannot be fulfilled;

         2. when the Company fails to deliver the Certificate referred to in Clause 9(e) of These Presents;

         3. as soon as practicable if the Company fails to remedy any breach of terms and conditions of ihe Debentures or the provisions/covenants of the Trust Deed.

         The Trustee 5haII ensure that all documents required to be submitted by the Company in terms of the covenants set out in lhe Trust Deed are forwarded in a timely manner.

         1. The Trustees shall in performance of its duties maintain the confidentiality of confidential information received by it (the Trustee may disclose such information to a branch, head office, subsidiary or agent of the Trustee in connection with the Trust Deed and to any government body court and/or to any party in accordance with the law) and shall not use such information for their own personal benefit.

         2. The Trustee shall exercise reasonable diligence to ascertain whether the Company' has committed any breach of the terms and conditions of the Debentures or provisions of the Trust Deed or whether an Event of Default has occurred or is continuing to occur, on perusal of the documents submined in terms of the covenants set out in the Trust Deed.

         I 5.6

         Where an Event of Default has occurred and is continuing to occur the Trustee shall exercise such rights and powers vested in it by the Trust Deed and use reasonable degree of skill and diligence in exercising such powers.

3. EXEMPTIONS AND INDEMNIFICATIONS OF TRUSTEE FROM LIABILITY

   16. I

   The Trustee shall be indemnified by the Company for any liability, claim, expense, damage or loss that it may incur in connection with this Trust Deed. provided the ti&bility or toss was not a result of the sole negligence or willful misconduct of the Trustee.

   Provided funher that none of the provisions of These Presents shall in any ease in which the Trustee has failed to show the degree of care and diligence required by it, having regard to the provisions of These PreSents, conferring on the Trustee the powers, authorities or discretions, relieve or indemnify the Trustee against any liabilities wiiich by virtue of any rule of law would otherwise anach to it in respect of any negligence, default, breach of duty or breach of trust of which it may be suilty in relation to its duties under These Presents.

   16.2

   ld.3

   Any terms and conditions of the Debentures and provisions in the Trust Deed or a term of a contraCt with the Debenture Holders secured by the Trust Deed, shall be void in so far as such term or provision would have the effect of exempting lhe Trustee from liability for:

   1. the failure to carry fit its duties as the Trustee;

   2. the failure to exercise the degree of care and diligence required of it as the Trustee;

   3. indemnifying the Trustee against that liability, unless the term or provision:

   (i} enables the reeasc cf the Trustee from li4biity for something done or omitted to be done before the release is given; or

   (ii) enables a meeting of Debenture Holders to approve the release of the Trustee from liability for something done or omitted to be done before the release is gi›'en.

   Such release will be effective when approved by Debenture Holders if the Debenture Holders who vote for the resolution represent three fourth (3/4) of the par vslue of the Debentures.

   'the Trustee is also not liable for anything done or omitted to be done in accordance with a direction given to the Trustee by the Debenture Holders at any meeting duty carted in terms of Clause 20.

   The Trustee shall:

   1. npt be responsible in the capacity ot'a lender or borrower ;

   2. have no obligations to discharge debts owed by the Company to the debenture Holders;

   3. not be liable for any losses arising out of circumstances beyond its control in capacity of a Trustee;

   4. be entitled to rely and act on any document/instrument received from the Company unlcss actual notice of otherwise is given.

4. APPOINTMENT AND REMOVAL OF THE TRUSTEE

   1. Subject to the provisions of this 'trust Deed, the power of appointing new Trustees shall be vested in the Company, provided that the Company shall obtain the consent of Debenture Holders holding not less than Fifiy per centum (50%) of the par value of the Debentures for the time being outstanding or it may obtain approval by an ordinary resolution ofltte Debenture Holders prior to the appointment of the new Trustee. Notice ofsuch appointment shall be given to the Debenture Holders within thirty (30) days of such appointment by an advertisemenl published in national newspapers in ai1 three languages (Sinhala, Tamil and English) of the Company's choice circulating in Sri Lanka.

   2. In the event the Coinpany does not or cannot exercise its power to appoint a new Trustee and there being no new Trustee appointed as ot'thirty (30) days before the removal/resignation of the Trustee taking effect in accordance n'ith the terms hereof, the Debenture Holders may convene a meeting to appoint a new Trustee by an ordinary resolution.

   3. Any remova! of a Trustee and the subsequent appoinrnent of a replacement Trustee by the Company shall be with the consent of an Extraordinary Resolutipn of the Debenture Holders.

   4. In the event of the Debenture Holders not being satisfied with the Trustee, they have the right to remove the Trustee by way or an Extraordinary Resolution passed at a General Meeting convened under Clause 20 hereof.

      
      
      

   5. 'the Company shall be notified of any removal of the Trustee and subsequent appointment of a replacement Trustee by the Debenture Holders.

   6. The Company shall take reasonable steps to replace the Trustee as soon as practicable after becoming aware that:

      1. The Trustee has ceased to exist.

      2. The Trustee is ina situation of confiict of interests.

         (i i i) The Trustee has ceased to perform its function asa Trustee.

         (iv) The Trustee is in a situation of unsuitability and does not eliminate such situation within ninety (90) days. after them ascertaining or of them been informed that the Trustee has such situation.

   7. Tn the event the Trustee discovers that it is not eligible to be appointed or act as Trustee, the Trustee shall give notice in writing to the Company regarding the same.

   8. Subject to CiBuse 19. I below the existing Trustee shall continue to act as a Trustee until a new Trustee is appointed.

   9. Upon a change of the Trustee in accordance with Clause 1?, the Company Or the Trustee shall notify the CSE and take steps to make 6s immediaC carket announccme'nt.

5. COMPLIANCE OF MAJORITY TRUSTEES

   If there be more than one (01) Trustee under These Presents the Trustee shall with majority consent exercise all or any of the Trustee's powers and discretions vested in the Trustee generally under any Clause of These Presents.

6. RESIGNATtON OF TRUSTEE

   1. In the event of the Trustee, ir› its sole and afiolutc discretion, desiring to resign. the Trustee shall

      not less than ninety (90) days' notice to the Company in writing to that effect, and the Company shall thereupon appoint a new Trusiee in accordance with Clause 17 of These Present. The Trustee shali continue in its capacity as Trustee until such time a new Trustee is appointed.
      
      

   2. In the event of such aresignation, the Trustee at its cost shall publish anotice to this effect in national newspapers in all three languages (Sinhala, Tamil and English) of its choice circulating in Sri Lanka and such notice shall be deemed to be sufficienl notice to the Debenture Holders notwithstanding anything to the contrary herein contained.

   3. the Company or the Trustee shall notify the CSE and take steps to make an immediate market announcement upon such resignation.

7. MEETINGS OF DEBENTURE HOLDERS

   1. The Trustee shall call a ixeeting'cause a meeting of Debenture HolderS with notice to the Company and all Debenturc Holders or on a requisition bcing received in writing signed by the Dcbcnture Holders of at least one fifth (T /'s) of the par vaTuc of the Debentures for the time being outstanding or if requested by the Company.

   2. Not tess than twenty one (21) days' notice shall be given of a meeting for the purpose of passing a Resolution.

   3. The quorum for the meeting (other than adjourned meeting) for the purpose of passing an ordinary resolution shall be the Debenture Holders representing twenty five per cenium (25%) of the par value of the Debenlures for the time being outstanding, provided however, that the quorum for passing an Extraordinary Resoluiion should be the Holders of a majority in par value of the outstanding Debentures present in person or by proxy or by attorney.

   4. If such a quorum cannot be obtained, such meeting shall be adjourned for not less than fourteen (14) days in which event notice of adjourned meeting shall be sent to every Debenture Holder and shall state in such notice that if a quorum as above defined shall not be present at the adjourned meeting the Debenture Holders then present shall form a quorum.

   5. Ona port, each Debenture Holder will be entitled to one (01) vote for each Debenture held by such person.

   (/ A proxy need not be a holder of the Debentures.

   1. The Trustee may appoint a person to chair the meeting of f)ebenture Holders. The Trustee snail also appoint a person or body to act as a Secretary of such meeting and a copy or' a resolution certified by the Trustee and such Secretary Shall deem to be conclusive evidence that such Resolution has been duly adopted.

      Provided however that in the event of the Trustee not exercising the aforesaid entitlement, the Debenture Holders present at the meeting may appoint a person to act as ihe chairman of the meeting.

   2. In the event the Company fails to remedy any breach of terms and conditions of the Debentures or the provisions/covenants of the Trust Deed, the Trustee may:

   3. Call a meeting of the Debenture Holders with notice to the Company;

   1. Inform the Debenture holders of the failure at the meeting; and

   2. Submit proposals for the protection of the Debenture Holders interests or call for proposals from the Debenture Holders at the meeting as the Trustee considers necessary or appropriate and obtain suitable directions.

8. MODIFICATION OF THE TRUST DEED

   2 l. 1

   The Trustee and the Company may by mutual agreement agree to modify These Presents, provided such modifications are of a routine nature. Provided however that any modification to These Presents which are detrimental to the Debenture Holders shal! only be made with the consent of the Debenture Holders of at least three fourth (3/4) of the par value of the Debenlures for the time being outstanding.

   21.2 Upon a modification being duly made, the Company shall within seven (07) days of the modification being made inform the Debenture Holders of such modification.

   Upon a modification being duly made, the Company or the Trustee shall notify the CSE and take steps to make an immediate market announcement
   
   

9. NOTICES

   Any notice or demand to the Company, Debenture Holder(s) or lhe Trustee required to be given, made or served for any purpose hereof shall be given, made or served by sending thG same by prepaid registered post in the case of the Company or Trustee and by prepaid ordinary mail in the

   case oT Debenture Holderts), or by lficsimiie transmissi or or by delivering ii by hand to the

   
   
   

   Company, Debenture Holders or the Trustee as the case maybe, in the case of the Company or the Trustee at the address shown in below in this Trust Deed and in the case of Debenture Holder(s) to the address which appear in the CDS, and anv notice sent by post as provided in this Clause shall be deemed to have been given, made or servcd seventy two (72) hours after dispatch and any nomic sent by facsimile transmission as provided in this Clause shail be deemed to have been given, made

   or served at the time of dispatch and in proving the givink, making or serv ice of the same it shall be sufficient to prove. in the ca.se of a letter, that nuch letter was properly stamped. addressed and placed in the post and, in the case of a facsimile transmission that such facsimile transmission was duly dispatched and received in the readable and understandable condition.

   Provided that and notice between the Company and the Truslee for any purpose hereof may be given, made or served by sending the same via electronic mail to the e-mail addresses of the Company and the 1"rustec shown below. Such electronic mail shall be deemed to have been given, made or served if the electronic mail was duly dispatched and received in the readable and understandable condition.

   The Trustee shall at any time be entitled to give notice of any meeting or make any communication to the Debenture Hoiders by notice published in national newspapers in all three languages (Sinhala, Tamil and English) of its choice circulating in Sri Lanka and such notice will nolwithstatâding anything to the contrary hercin contained be deemed to be sufficient notice to the Debenture Holders inclnding the provisions of the above Clause.

   The Company LOLC FINANCE PLC

   Address: to.100/1, Sri )ayewardenepuia Maratha, Rajagiriya Fax: +94 1 1 2865642 Tel No: *94 11 72481 20

   Email: PradeenaG@Iolcfinance.com Attention: Mr. Pradeepa Gamage

   The Trustee

   NATIONAL DEVELOPMENT BANK PLC

   Address: No. 40, Nawam Maratha Colombo 2 Tel No: 0 11 2448448

   E-mail: shermila.nadishani@ndbbank.cmm Attention: Sherinila Nadishani

10. MISCELLANEOUS

1. Nothi•s in the provisions of These Presents shall require disclosure to the Trustee by the Company of any information as to the affairs of any of its customers except,

   1. when required to do so by a Court of law, or

      ii) in order to comply with any of the provisions of any Law.

      Provided however that the Cornpany shall be obliged to furnish to the audit firm referred to in the Ciause 9(b) information in respect of the Company's book of accounts.

2. In the event of any inconsistency between these provisions and any rules, regulations or directions of the SEC, or the CSE such rules, regulations or directions shall prevail.

3. This Trust Deed shall be governed by and c.onstrued in accordance 'with the laws of Sri Lanka.

4. "l"he Court of Sri Lanka shall have the exclusive jurisdiction to hear and determine any matters arising here from or hereunder. The invalidity or unentorceability of any terms or provision of these presents shall not aff'ect the validity or enforceability of the remaining terms and provisions hereof.

5. The Trustee shall not disclose the affairs relating to the Trust to any person whomsoever unless such disclosure is.

   1. to thou Company as long as the Company is not in default of its obligations

      hereunder; or

   2. required by any Court or fegulatory authority in accordance with any statutory provision.

{Execution page tofollow]

20

IN WITNESS WHEREOF the said LOLC FINANCE PLC has placed its Common Seal and the duly appointed Authorised Signatories of the said NATIONAL DEVELOPMENT BANK PLC have set their hands and all Signatories to these presents have placed their left thumb impressions hereunto and to three others of the same tenor and date as These Presents at Colombo on the day h eity.Bef entioned.

The Common Seal of LOLC FINANCE PLC is hereto affixed in the presence of F.K.C.P.N.Dias (Director) III.V.S.C. Rodrigo (Company Secretary) who do hereby attest the sealing thereof

2.

pment Bank PLC

Signed for and on behalf of NATIONAL )

DEVELOPMENT BANK PLC by its duly ) authorized signatories M.V.A.D.S. Nadishani and )

R.M.A.U. Rathnayake )

Witnesses:

2.