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TRUST DEED
AN INITIAL ISSUE OF UPTO TEN MILLION (10,000,000) GREEN BONDS CONSTITUTED OF TYPE A SENIOR, LISTED, RATED, UNSECURED, REDEEMABLE GREBN BONDS 2025-2029 AND TYPE B SENIOR, LISTED, RATED, UNSECU3fED, REDEEMABLE GBEEN BONDS 2025-2030, EACB OF THE PAR VALUE OF SRI LANKAN RUPEES ONE HUNDRED(LKR 100/-) BY RESUS RNERGY PLC TO RAISE UPTO A MAXIMUM AMOUNT OF SRILANKAN RUPEES ONk BILLION (LKR 1,000,000,000f-)This Trust Oeed is made on this sixteenth (l6"') day of June Two Thousand and Twenty-Five (2025) BETWEEN
RESUS ENERGY PLC, a Company duly incorporated in the Democratic Socialist Republic of Sri Lanka beating registration number PV 415PBPQ and having its registered office at No. 250/1, Torrington Avenue, Colombo 07 in the Democratie Socialist Republic of Sri Lanka (hereinafter called "the Company" and which term or expression herein used shail where the context so requires or admits mean and include the said RESUS ENERGY PkC, its successors and assigns) of the ONE PART;
HATTON NATIONAL BANK PLC, a banking compatiy duty incorporated in Sri Lanka under the Companies Ordinance No. 51 of 1938 and re-registered under the Companies Act No. 7 of 2007 (as amended) bearing registration number PQ 82 and having its registered office at No. 479, T.B. Jayah Maratha, Colombo 10 in the Democratic Spcialist Republic of Sri Lanka (hereinafter called "the Trustee" and which term or expression herein ined shall where the context so requires or admits mean and include the said MATTON NATIONAL BANK PLC and its successors and assigns) of the OTHSR PART;
Whereas
The Company being duly empowered in that behalf by its ArtiGles of Association has resolved by resolutions dated 06'h February 2025 of its Board of Directors to raise a sum not exceeding Sri Lankan Rupees Ont Billion (LKR 1,000,000,000/-) by the issue of Type A Senior Listed Rated Unsecured Redeemable Green Bonds 2025-2029 and Type B Senior List•d Rated Unsecured Redeemable Grean Bonds 2025-2030 each of the par value of Sri Lankan Rupees One Hundred (LKR 100/-) having a tenure and bearing intermt at the mte hereinafier mentioned and to be listed on the Colombo Stock Exchange;
The said Green Bonds shall be constituted in the manner and upon the terms and conditions hereinafter contained, and the Company will comply with the principles set North by the Irtnrnational Capital Market Association for Green Bonds;
The Company has obtained an instrument rating of A- (lka) from Fitch Ratings Lanka Limited and has appointed Deloitte Partners as ati Indepen‹ient External Reviewer to provide a verification by way of an Independent Assumnce Report for the aforesaid Green Bonds;
The Trustee 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 Green Bond Holders on the terms hereinafter contained.
NOW THIS DEED WITNESSETH AND IT IS HEREBY AGREED AND DECLARED AS
. DEPINAION&
In These Presents unless the subject or context otherwise requires the following
expressions shall have the respective meanings given below:
"CRNZRAL DEPOSITORY or CDS" means the Central Depository Systems (Private) Limited.
"CSE" means the Colombo Stock Exchange.
"CERZIPICAZE" means any certificate required to be issued under These Presents and they tray 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 omcers sp ia liy authorized by the Board of the Company to issue such a certificate.
"DATE OF ALLOTMENT" means the date on which the Green Bonds will be allotted to the Green Bond Holders which date will be notified to the Green Bond Holders.
"DAZE OP REDEMPTION" means in respect of;
Type A Green Bonds : a period of Four (04) years from the Date of Allotment;
Typa B Green Bonds : a period of Five (05) years from the Date of Allotment;
or such earlier date on which the Green Bonds may become redeemable in accordance with These Presents or such later date on which the Green Bonds may be redeemable in the circumstances set out in Clause 4.2.
"GREEN BONDS" shail mean;
Type A Green Bond: fully paid Senior Listed Rated Unsecured Redeemable Green Bonds 2025-2029 of the par value of Sri Lankan Rupees One Hundred (LKR l00f) each, bearing interest at a fixed rate of Eleven decimal Five Five per centum (11.55 o/») per annum payable annually on each Interest Payment. Date from the Date or Allotment of the Green Bonds until the dale immediately piecedinB Date of Redemption.
Type B Green Bond : fully paid Senior Listed Rated Unsecured Redeemable Green Bonds 2025-2030 of the par value of Sri Lankan Rupees One Hundred (LKRIOO/) each, bearing interest at a fixed rae of Eleven decimal Seven Five per centum (11.75 %) per annum payable annually on each Interest Payment Date from the Date of Allotment of the Green Bonds until the date immediately preceding the Date of Redemption.
(The aforementioned Bonds shall be listed rim the Colombo Stock Exchange
Subject to the compliance with the Listing Rules.at the time of Listing)
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"GREEN BOND JfOLDRRS" mean the Holders of the Green Bonds in whose CDS account the Green Bonds are lodged as at the relevant date.
"ENTITLEMENT DATE" means the Market Day immediately preceding the respective Interest Payment Date or Date of Redemption on which a Green Botid Holder would need to be recorded as being a Gteen Bond Holder on the list of Green Bond Holders provided by the CDS to the Company in order to qualify for the payment of any interest or any redemption proceeds.
••EVRKT OF DEFAULT•• mcorts my event set out in Clause IO.
l0. "EXTRAORDINARY RESOLUTION" means a resolution passed by the holders of not less than three fourth /Z4) in value of the Green Bond Holders present and voting or such resolution.
"ICMA GREEN BOND PRINCIPLES" means the Green Bond Principles seBing out Voluntary Process Guidelines for Issuing Green Bonds by the International Capital Market Association (ICMA) in its publication of June 2021 as may be amended from time to time.
"INTEREST PAYMENT DA7E" means the dates on which payments of interest in respect of: the Green Bonds 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.
"INTEREST PERIOD" meatis 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) arid 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).
•'LISTED" means tradable on the Colombo Stock Exchange.
lS.
'MSTING RULES' means Listing Rules of the Colombo Stock Exchange and any amendments made thereto from time. to time.
"MARKET DAY" means a day on which trading takes place at the Colombo Stock Exchange.
"PROSPECTUS" means a prospectus prepared in accordance with the Companies Act No. 7 of 2fi07 (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 AGt No. 19 of 2021.
"RATE OF INTEREST" means in respect to
Type A Green Bonds: Eleven decimal Five Pive per centum (11.55%) (AER 11.55%) per annum.
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Type B Green Bonds: Eleven decimal Seven Five per centum (11.73fie) (AER 11.75%) per annum.
"RESOLUTION" means a Resolution passed by the Green Bond Holders in terms of Clause 20 unless otherwise provided for.
"REGISTERED ADDRESS" when used in relation to a Green Bond Holder means the address provided by the Green Bond Holder to the CDS.
"REGISTRARS" means the Registrars to the Green Bond issue or such other person or persons to be appointed as the Registrars for the purpose of These Presents by the Company.
"SEC" means the Securities and Exchange Commission of Sri Lanka established under the Securities and Exchange Commission of Sri Lanka Act No. 19 of 2021.
"SENIOR" means the claims of the Green Bond Holders shall in the event of winding tip of the Company rank after all the claims of secured creditors and preferential claims under any Statutes governing the Company but pori 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 ordinary and preference shareholder/s of the Company.
"SRI LANKAN RUPEES" and the sign "LKR" mean the lawfiil currency of the Republic of Str kanka.
"°THESR 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 Tnist Deed executed in accordance with the provisions hereof.
"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 Creed executed in accordance with the provisions hereof.
"TRUSTEE" means HATTON NATIONAL BANK PLC, a banking company duly incorporated in Sri Lanka under the Companies Ordinance No. 51 of 1938 and re-registered under the Companies Act No. 7 of 2007 (as amended) bearing registration number PQ 82 and having its registered office at No. 479, T.B, Jayah Mawatha, Colombo 10 in the Democratic Socialist Republic of Sri .Larika or its successors and assigns.
"WORKING DAY" means any day (other than .a Saturday or Sunday or any statutory holiday) on which licensed commercial Banks are open for business in Sri Lanka.
Words denoting or importing the singular number shall include the plural number and vice versa and words denoting or importing the masculine gender only shall include the feminine gender and shall Include corporate rind unincorporated bodies of penoiu.
In These Presents references to:
any provision 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.
principal and/or interest in respect'of the Green Bonds or to any monies payable by the Company under These Presents or under the Green Bonds shall be deemed also to include references to any additional amounts which may be payable under
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.
a month shail be a reference to the time from any day of one calendar month to the corresponding day of the next calendar month.
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.
The headings are inserted herein only for conveniences and shall not affect the construction of These Presents.
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APPOINTMENT OF TM TRUSTEE
The Trustee is hereby appointed as Trustee for the purposes of the Green Bonds and for the benefit of and in the interests of the Green Bond Holders as pmvided herein and the Trustee accordingly accepts the appointment upon the tetms and conditions contained herein and agree to act under the provisions of this Trust Deed as the Tnistee.
AMOUNT OF TDE GREEN BOND ISSUE AND ALLOTMENT OF GREEN BONDS
Green Bonds will be issued by the Company to raise a sum of up to Sri Lankan Rupees One Billion (LKR 1,000,000,000/-) and the Green Bonds shall be listed on the Colombo Stock Exchange subject to in-principle approvals of the CSE being obtained.
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COVENANTS TO REPAY TBE PRINCIPAL SUM AND INTEREST
(a) The Company hereby covenants with the Trustee for the benefit of the Gteen Bond Holders that it will:
pay on the Date of Redemption to the Green Bond Holders as of the Entitlement Date, in accordance with the provisions of These Pmsents and upon receipt of the information relating to the Green Bond 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 Tfme Gross Settlement System) in the event accurate bank account details of the Green Bond 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 Green Bond Holders to the CDS, at the risk of the Green Bond Holders, if bank account details are not provided to the CDS or the bank account details provided to the CDS are .inaccurate the principal sum of the Green Bonds which ought to be redeemed and interest (if any) remaining unpaid
upto the date immediately preceding the Date of Redemption of the Green
, Bonds. RTGS transfers however could be effected only for amounts over and above the maximum value that can be accommodated via SHIPS transfers.
(li) pay on each applicable Interest Payment Date to the Gteen Bond Holders as of the Entitlement Date, in accordance with the provisions of These Presents and upon rec#ipt of the information relating to the Green Bond Holders from the CDS, either through an electronic fund transfer mechanism recognised by the banking system of Sri Lanka such as SLIPS and RTGS, in the event accurate bank account details of the Cireen Bond 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 Green Bond Holders to the CDS, at the risk of the Green Bond Holders, if bank account details are not provider to the CDS or the bank account details provided to the CDS are inaccurate thC Interest on the Green Bonds for the time being outstanding at the Rate of Interest in accordance with the provisions of These Presents. RTGS transfers however could be effected only for amounts over and above the maximum value that can be accommodated via SLIPS transfers. •
the interest calculation shall be based upon the actual number of days in each Interest Period (actual/actual).
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 terms of the law prevailing at the time of payment.
any payments shail be deemed to have been made on the Date of Redemption or the Interest Payment Date as the case may be if the cheques ate dispatched not later than three (0S) Working Days from such date or the SLIPS transfer or the RTGS transfer is made not later than thtee (03) Working Days fmm such dare.
'(vi) in the event of there being any delay in the redemption of the Green Bonds or the payment of interest thereon due to a default by the Company, the Company sha)l pay default interest at the Rate of Interest plus two per centum (2%) per annum from the Date of Redemptiori or the Interest Payment Date as the case may be.
The G(een Bonds shall be redeemed in accordance with the provisions contained in These Presents on the Date of Redemption together with interest (if any) remaining unpaid thereon.
If any Green Bond Holdw fails or refuses to receive payment of the interest or redemption monies payable to such Gteen Bond Holder, or any part thereof within ninety (90) days from the Interest Payment Date or the Date of Redemption of the Citeen Bonds as the case may be, the amount due to him sha!l be transferred by the Com pany to a B12B use account maintained separately wi4h tho Trustee at the and of ninety (90) days after the Interest Payment Date .or the Date of Redemption of the Green Bonds and shall ba paid by the Company to the Green Boiids 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 betwein the Interest Payment Date or
the Date of Redemption as the case may be and the date of the said payment unless the nonpayment: is due to a default on the part of the 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 oease to be owed and payable by the Company to any Green Bond Holder after the said period of six (06J years and such moneys will be returned tn the Company by the Trustee,
lf any cheques ter redemption rind/or an intnrp I paymont sent by past to the Green Bond Holders are returned to the Company undelivered, the amounts represented by tach of such retmned cheques shall also be transferred by the Company to the aforementioned suspense account maintained with the Trustee and retained therein for a period of sin (06) years from the Interest Payment Date or the Date of Redemption of the Green Bonds. Such monies will be repaid to the Green Bond Holders if the same is claimed in writing by such Green Bond Holder within the said six (0ñ) 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 of the Date of Redemption and all unclaimed monies shall cease to be owed and payable by the Company to any Grean Bond Holder after the said period of six (06) years and such monies will be returned to the Company by the Trustee.
The Company shall always act on the information furnished by the COS and it shall be the responsibility of each such Green Bond Holder to keep all the information in respect of such Green Bond Holder updated. Rach Green Bond 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 CDI. Provided further that the Green Bond Holder shall absolve the CSH 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 ate initiated or are attributable to the Green Bond Holders.
The Company shall be entitled to make payment on redemption of all such Green Bonds on the Date of Redemption to such Green Bond Holders without any request for claim from such Oreen Bond Holders and such payment shall be deemed to be a payment duly made by the Company to the respective £ireen Bond Holders in the redemption of the Green Bonds of such Holders.
In order to accommodate the Green Bond interest cycles in the CDS system of the CSE, the Green Bond Holders to whom iqtetest shall be paid shall be those holding Green Bonds in the CDS as of the Entitlement Date.
If the Date of Redemplion falls on a day which is not a Market Day, then the Date of Redemption shail be the immediately succeeding Market Oay and for the avoidmce of doubt it is agreed that interest shall be paid for the intervening days whioh are not Market Days.
Subject to Clause 4.4 beJ»re the Green Bonds shall not be redeemed by the Company prior to the maturity for any reason whatsoever except due to the
.occurrence aI an Event of Default as contemplated in Clause l0 hereimder.
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The Green Bond Holders shall not have any right or option to call for redemption of the Gen Bonds before the Date of Redemption other than in the circumstances set out in clause 12(b)(iii).
STAMP DUTY AND OTHER CHARGES (IP ANY)
The Company shall pay all charges, stamp duties and other similar duties or taxes (if any) payable on or in connection with the issue of the Green Bonds and the execution of These Presents.
ELIGIBILITY TO APPLY FOR GREEN BONDS
Applications for Green Bonds should be for a minimum of One Hundred (100) Green Bonds and any application for excess of this figute should be in multiples of One Hundred (100) Green Bonds.
TRANSFER OF GREEN BOJ'4D9
These Green Bonds shail be freely transferable 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.
The Cireen Bonds sha)l be transferable and tmnsmittable through the CDS as long as the Green Bonds ate listed in the CSE. Subject to the provisions contained herein the Company may register without assuming any liability any transfer of Green Bonds, which are in accordance with the statutory requirements and rules and regulations in force (or the time being as laid down by the CSE, SEC and the CD8.
In the case of death of a Gteen Bond 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 Green Bond Holder was the sole or only surviving holder
shall be the only persons recognized by the Company as having any title to hislher Green Bonds.
Any person becoming entitled to any Green Bonds in consequence of bankruptcy or winding up of any Green Bond Holder, upon producing 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 of the Board be substitul‹xi and accordingly registered as a Green 8ond Holder in respect of such Green Bonds subject to the applicable laws, rules and regulations of the Company, CDS, USE and SEC.
No change of ownership in contraven0on to these conditions will be recngnized by the Company.
COVE1"tANT TO OBSERVE PROVISIOhfS OP THE YRUGT DRED
The Company hereby covenants with the Trustee to comply with the provisions contained herein and to perform and observe the saine. It is expressly agreed between the Company and the Trustee that the Trustee shall 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.
COVENANTS BY THE COMPANY
The Company hereby covenants with the Trustee for the benefit of the Green Bond folders that, so long as any of the Green Bonds remain outstanding:
The Company shall at all times carry on and conduct its affairs in a proper and appropriate
manner.
The Company shell at all times keep such books of accounts as it in obliged to keep urtder
the app)1calalo lewa and (to the «xtont not prohibited @ law or otherwise by virtue of' any
duty of confidentiality) at any time afier an Event of Default shall have occurred or the Trustee shall have reasonable cause to believe that an Event of Default will occur, allow a reputed audit firm appointed by the Tnistee 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 that 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.
The Company shall issue a Certificate in writing to the Trustee;
within five (05) days from each Interest Payment Date, certifying that the interest on the Green Bonds has been paid to the Green Bond Holden in terms of Clause 4;
within five (05) days from the Date of Redemption certifying that the principal amount
has been paid to the Green Bond Holders in terms of Clause 4.
The Company sha)l issue to the Trustee such certificates and provide such information as the Trustee may require in order to carry out its duties and obligations in terms of These Presents provided such certificates 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 cominitting any breach of its duty of confidentiality to any person or entity.
The Company shall submit to the Trustee within one (01) month ftom the end of every calendar quarter from the Date of Allotment a Certificate which is dated in accordance with a resolution of its Board of Directors that the Company has complied with each and all of the covenants including those contained in this Clause 9 in These Presents and the certification should include:
Whether or not any limitaion 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;
Whether any material trading or capital loss has been sustained by the Company;
Whether or not any circumstances materially affecting the Company has occurred which adversely affects the Green Bond Holders;
Whether or not any contingent liability has matured or is likely to mature within the next twelve (12) months, which will materially affect the ability of the'Company to repay the Green Bonds;
Whether the Company has lany material contingent liabilities and if so the amount of
such liabilities;
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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;
Whether or not there has been any change in any accounting method or method of valuation of assets or liabilities of the Company;
Whether or not any circumstances have arisen which render adherence to the existing method of valuation of assets or liabilities of the Company inappropriate;
(in) Whether or not there has been any substarllial change in the nature of the Company's
business since the issue of the Green Bonds;
Whether or not any action has been taken by the Board of Directors of the Company in terms of Section 219 or Section 220 of the Companies Act No. 7 of 2007 (as amended) during the preceding quarter;
Whether or not the Company has observed and performed all the covenants and obligations binding upon them respectively pursuant to the Trust Deed.
The Corflpany shall keep a record of the number of Green Bonds which have been issued and, the date of such issue and the persons to whom such Green Bonds were issued,.provided however that the Company shall after the listing of the Green Bonds on the CSE be entitled to treat the records maintained by the CDS as an accurate record of the Green Bond Holders and the number and value of the Green Bonds held by each Green Bond Holder.
The Company shall permit the Trustee and the Gteen Bond Holders at all reasonable 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.
The Company shall forthwith upon the Corripany becoming aware of the happening of any and every such event as is mentioned in Clause 10 hereof give notice thereof in writing to the Trustee provided that the Company shall in any event issue a Certificate to the Tnistee within thirty (30) days from the end of every semi-annuai period commencing from the Date of Allotment of the Green Bonds 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 Green Bonds becoming payable in terms of the said Clause 10.
The Company shall make available the Trust Deed in full on the Company's web site and CSE's web site until the Date of Redemption and shall make available to any Green Bond Holder on request a certified copy of the Trust Deed upon payment of a fee of Sri Lankan Rupees One Hundred (LKRI00/-).
fj)
The Company shall send to the Trustee and the CSE and publish on its web site, no later than one hundred and fifty (150) days from its fiiuncial year end its audited financial statements and no later than forty five (45) days from the end of the first, second and third quarters and sixty (60) days from the end of the founh quarter of its financial year an interim financial statement prepared on a quarterly basis.
The Company shall send lo the Trmtec all published fiftBflGffll BJtd other Information, which is normally pmvided to ordinary shareholders at the same time that it is sent to the shareholders.
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The Company shall reimburse all reasonable expenses incurred by the Tnistee after an Event of Default has occurred in connection with:
Preservation of the Company's assuts (whether then or thereafter existing).
Collection of amounts due under this Trust Deed.
All such sums shall be reimbursed by the Company within thitty (30) days from the date of notice of demand from the Citeen Bond Holders or the Trustee.
The Company shall immediately notify the Trustee in the event that the Company becomes aware of the océurrence of any of the following events t:hat has caused or could cause:
.Any amount payable under the Green Bond to become immediately payable.
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 Green Bonds.
Any other right or remedy under the terms and conditions of the Green Bonds or the provisions or covenants of the Trust Deed to become immediately enforceable.
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 indetemiinate, the 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.
The Company shall at all time6 maintain fBCOrds of all its published information and make them available for inspection by the Trustee and Green Bond Holders.
The Compariy 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 Green Bond Holders as at the date on ivhich the dividend is proposed to be declared of paid or has made satisfactory provisions therefor.
In the event of any change in thel Green Bond rating assigned by Fitch Ratings Lanka Limited for the Company shall notify the CSE and the Tnistee and take steps to make an immediate market annouiicement.
EVENTS OF DEFAULT
The Green Bonds shall become immediately payable at the option of the Trustee and upon the request in writing of the Green Bond Holders of at least one fifth (1/5) of the par value of the Green Bonds outstanding or pursuant to an Extraordinary Resolution of the Green Bond Holders on the occurrence of any of the following events:
If the Company defaults on the payment of the principal sum or any interest due on the whole
or any part of the Green Bonds in accordance with the provisions contained in These Presents.
If the Green Bonds cease to be listed in the CSE in terms of Rule 11.3(a) of the Listing Rules at any time between the time of listing and the Date of Redemption, due to any default on the part of the Company.
If the Company stops or threatens to stop payment of its debts or ceases to carry on its business, which may lead to the winding up of the Company.
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 passed for the winding up of the Company.
If the Company does not submit a certificate to the Trustee as set out in Clause 9 (e), Clause
9(e)ozC1aue9(h)
lf the Company commits a breach of any terms or conditions in the Graen Bonds or provisions of the Trust Deed or any other documents relating to the issue, offer or invitation in respect of the Green Bonds and on its part to be observed and performed.
Where any other indebtedness of the Company becomes due and payable prior to its stated maturity or where security created for any other indebtedness becomes enforceable.
Where there is revocation, withholding or modification ofa license, authorization or approval that impairs or prejudices the Company's ability to comply with the terms and conditions of the Green Bonds or the provisions of the Trust Deed or any other document relating to the issue, offer or invitation in respect of the Cireen Bonds.
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 Green Bonds and the provisions of the Trust Deed.
- COMPLL4NCEREQUIREMENTS
The Company shall submit to the CSE the following documenWinformation signed by two
(02) Directors for dissemination to the Market
Report on the utilization of the proceeds of the Gteen Bonds using the internal process as disclosed in the Prospectus
on a quarterly basis along with the quarterly financial statements of the Company;
d '
within twelve (12) months ftom the date from the date of issuance of the Gteen Bonds and thereafter on an annual basis along with the Annual Report of the Company
until the proceeds allocated to the Green Bond is fiilly utilized.
Annual Report of the Company along with the written repori of the external review prepared and signed by the Independent External Reviewer which contains the following:
confirming whether the Green Bond is aligned with the applicable ICMA Green Bond Principles and where applicable any related Taxonomy issued by the Central Bank of Sri Lanka; and
verifying the utilimtion of the proceeds allocated towards the Green Bonds.
Following confirmations along with the Annual Report of the Company until the pmceeds
allocated to the Green Bonds are fully utilized;
that the Independent External Reviewer is and has remained independent; and,
that the Company's alignment with the ICMA Green Bond Principles and where applicable any caIated Taxonomy isouod by tbo Control Bank of 8ri bardca on au ongoing basis has been reviewed by the Independent External Reviewer.
An update on eligibility, allocation, and the impact of outstanding Green Bonds including, at a minimum the requirements specified in Rule 7,12.4 (A) (1) (d) of the Listing Rules along with the Annual Report.
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