Trust Deed - High Yield Bonds Issue 2025

TRUST DEED

FOR

FOR AN ISSUE OF UPTO TEN MILLION (10,000,000) HICH YIELD SUSTAINABLE BON£tS CO STIT UTED OF TYPE A TIF.R 2 LISTED RATED UNSECURED SUBORDINATED REDEENIABLE HIGH YIELD SUSTAINABLE RONDS 2025-2030 AND TYPE BTIER 1LISTED RATED UNSECURED SUBORDINATED REDEEMABLE HHH YIELD SUSTAINABLE BONDS 2025-2030 EACH OF THE PAR VALUE OF SRI LANKAN RUPEES ONE HUNDRED (LKR100/-) BY SARVODAYA DEY ELOPMENT FINAhCE PLC WITH AN OPTION TO ISSUE UPTO A FUR3'HER TEN MILLION (10,000,OOb) OF THE SAID HIGH YIELD S1JS›TAINABLE BONDS AT THE DISCRETION OF THE CO!MPANY IN THE EVENT OF AN OVERSL'BSCRIPTION OF THE INITIAL ISSUE TO RAISE A SUM OF UPTO A iMAXlMUM AMOUNT OF SRI LANKAN RUPEES TWO THOUSAND MILLION (LKR 2,005,000,000/-).

DATED 1f*" fEPTEMBER 2020

TRUST DEED

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FGR AN ISSUE OF UPTO TEN MILLION (10,000,000) HIGH YIELD SUSTAINABLE BONDS CONSTITUTED OF TYPE A TIER 2 LISTED RATED UNSECURED SUBORDINATED REDEEMABLE HICH YIELD SUSTAINABLE BONDS 2025-2030 AND TYPE B TIER 2 LISTED RATED UNSECURED SUBORDINATED REDEEMABLE HIGH YIELD SUSTAINABLE BONDS 2025-2030 EACH OF THE PAR VALUE OF SRI LANKAN RUPEES ONE HUNDRED (LKRI00/-)

FURTHER TEN MILLION (10,0t10,000) OF THE SAID HIGH YIELD SUSTAINABLE BONDS AT THF DISCRETION OP THF COMPA BY FN THE FVENT OF AN OVERSUBSCRIPTIONOF THF INITIAL ISSUE TO RAISE A SUM OF UPTO A MAXIMUM AMOUNT OF SRI LANKAN RUPEES TWO THOUSAND MILLION (LKR 2,000,000,000/-).

This Trust Deed is made on this Nineieentli (19") day of September Two Thousand and Twenty Five (2025)

BETWEEN

SARVODAYA DEVELOPMENT FINANCE PLC, a Company duly incorporatcd in thc Democratic Socialist Rcpublic of Sri Lanka bearing registration number PQ 0025 t293 and having its registered office a1 No. 155/A, Dr. Danister De Silva Mawatha, Colombo 08 in the Democratic Socialist Republic of Sri Lanka (hercinaflcr called "the Company" and which term or expression hetcin used shall where the context so requircs or admits mcan and inciude the said SARVODAYA DEVELOPMENT FINANCE PLC. its successors and assigns) of the ONE PART;

AND

NATIONAL DEVELOPMENT 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 regislcred office at No. 40. Nawain Maratha Colombo 2 in the said Republic of Sri Lanka (hereinafter called "the Trustee" and which term or expression herein used shall where the context so requires or adir its mean and include the said NATIONAL DEVELOPMENT BANK, its successors end assigns) of the OTTIER PABT:

Whereas

• The Company being duly empowered in that behalf by' its Articles of Association has resolved by resolutions dated 30" April 2025 of its Board of Directors to raise a sum not exceeding Sri Lankan Rupees Two Thousand M iHion (LKR 2,000,000,000/-) by the issue of Type A Tier 2, listed, Rated, Unsecured, Subordinated, Redeemable High Yield Sustainable Bonds 2025-2030 and Type B Tiet 2, Listed, Rated. Unsecured, Subordinated, Redeemable High Yield Sustainable Bonds 2025-2030 each of the par value of Sri Iqankan Rupecs One Hundred (LKR 100/-) having a tenure and bearing interest at the rate hereinafter mentioned and to be listed on the Colombo Stock Exchange;

• The said Hi{th Y icld Sustainable Bonds shall be constituted in the manner and upon the terms and conditions hereinafter contained, and the Company u i11 comply with the Sri Lanka Green Finance Taxonomy as applicable and the Principles set forth in the ICMA Green Bond Principles, ICMA Social Bond Principles and ICMA Sustainable Bond Guidelines;

• The Company has obtaincd an initial instrument rating of BB (Stable) from I.anka Rating, Agency him ited and lfas obtained an external review in the form of an independent Assurance Statement from Messrs. Deloitte A ssociatos, A ssurancc Team for the aforesaid High Vie!cl Sustainable Bonds:

• The Trustee being duly qualified to act as Trustee under the Securities and Exchange Commission of Sri Lanka Act No. 19 of 202 I 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 High Yield Sustainable Bond Holders on the terms hereinafier contained.

NOW THIS DEED WITNESSETH AND IT IS HEREBY AGREED AND DECLARED AS

FOLLOWS:

1. DEFINITIONS

   1. In These Presents unless the subject or context otherwise requires the folinwing expressions shall have the respective meanings given below:

      1. "CENTRAL DEPOSITORY or CDS" means the Central Depository Systems (Private) Limited.

         1. "CSE" means the Colombo Stock Exchange.

         2. "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 Board of the Company to issue such a certificate.

         3. "DATE OF ALLOTMENT" means the date on which the High Yield Sustainable Bonds will be allotted to the High Yield Sustainable Bond Holders which date wiI1 be notified io the High Yield Sustainable Bond Holders.

         4. "DATE OF REDEMPTION" means Five (05) years from the Date of Allotment; or such earlier date on which the High Yield Sustainable Bonds may become redeemable in accordance with These Presents or such other date on which the High Yield Sustainable Bonds may be redeemable in the circumstances set out in Clause 4.2, Clause 4.3 and C1auSe 4.4.

         5. "ENTITLEMENT DATE" means lhe Market Day immediately preceding the respective Interest Payment Date or Date of Redemption on which a High Yield Sustainable Bond Ho!der would need to t›e recorded as being a High Yield Sustainable Bond Hoider on the list of High field Sustainable Bond Holders provided by the CDS to the Company in order to qualify for the payment of any interest or any redemption proceeds.

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

         
         
         

         "EXTRAORDINARY RESOLUTION" means a resolutionpassed by the holders of not less than three fourth (3/‹}in value of the High Yield Sustainable Bond Holders present and voting on such resolution.

         1. "HIGH YIELD SUSTAINABLE BONDS" shall mean

            1. Type A High Yield Sustainable Bonds: Tier 2, Listed, Rated, Linsocured, Subordinated Redeemable High Yield Sustainable Bonds 2025-2030 of the par val ue of Sri Lankan Rupees One Hundred (LKR 100/-) each, bearing interest at a fi xed rate of Twelve Per centum (12.00%) per annum payable annually on each lnterest Payment Date from the Date of

               
               
               

               Allotment of the High Yield Sustainable Bonds until the date immediately preceding the Date of Redemption.

            2. Type B High Yield Sustainable Bonds: Tier 2, Listed, Rated, Unsecured, Subordinated Redeemable High Yield Sustainable Bonds 2025-2030 of the par val ue of Sri Lankan Rupees One Hundred (LKR 100/-) each. bearing interest at a fixed rate of Eleven Decimal Six Six Per Centum

               (T I.66%) per annum payable semi-annually on each interest Payment Date

               from the Date of Allotment of the High Yield Sustainable Bonds until the

               date immediately preceding the Dare of Redemption.

               The High Yield Sustainable Bonds will be listed on the Colombo Stock Exchange Subject to the compliance with the CSE Listing Rules at the time of Listing.

         2. "HIGH YIELD SUS7AINABLE BOND HOLDERS" mean the Holders of the High Yield Sustainable Bonds in whose CDS account the High Yield Sustainable 8onds are lodged as at the relevant date.

         1 1. "ICMA PRINCIPLES" means the Green Bond Principles, Social Bond Principles and Sustainability Bond Guidelines sening out Voluntary Process Guidelines for Issuing Sustainable Bonds by the International Capital Market Association (ICMA) in its publication of 2021 as may be amended from time to time.

         12. "INTEREST PAYMENT DATE" in respect of

         1. Type A High Yield Sustainable Bonds: msans the dates on which ihe payments of interest in respect of the High Yield Sustainable Bonds shall fall due which shall be twelve (l 2) months from the Date of Allotment and twelve (12) months therefrom of each year from the Date of Allotment until the Date of Redemption and includes the Date of Redemption.

         2. Type B High Yield Sustainable Bonds: means the dates on which the payments of interest in respect of the High Yield Sustainable Bonds shall fall due which shall be six (06) months from the Date of Allotment and six

            (06) months therefrom of each year from the Date of Allotment until the Date of Redemption and includes the Date of Redemption.

            13. "INTEREST PERIOD' in respect of

            1. Type A High Yield Sustainable Bonds: means the twelve (12) months period from an Interest Payment Date and ending on the date immediately preceding the next Interest Payment Daie (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 lnterest 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).

            (i i) Type B High Yield Sustainable Bonds: me6ns the six (06) months period Tom an Interest Payment Date and ending on the date immediately preceding the next interest Payment Date (inclusive of the aforementioned commencement data and end date) and shail 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 lnlerest Payment Date before the Date of Redemption and ending on the date immediately preceding the Dare of Redemption (inclusive of the aforementioned commencement date and end date).

            1. 'LISTED" means tradable on the Colombo Stock Exchange.

            2. 'LISTING RULES" means listing Rules of the Colombo Stock Exchange and any amendments made thereto from time to time.

            3. "ñ1ARKET DAV" means a day on which trading t8kes place at the Colombo Stock Exchange.

               l7. "PROSPECTUS" means a prospectus prepared in accordance with the Companies Act No. 7 of 2007 (as amended) and the Rules of the Colombo Stock E.xchange 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.

               1. "QUALIFIED INVESTORS" shall mean:

                  1. A commercial bank licensed by the Central Bank of Sri Lanka in terms of the Banking Act No. 30 of 1988 (as amended).

                  2. A specialized bank licensed by the Central Bank of Sri Lanka in terms of the Banking Act No.30 of 1988 {as amended).

                  3. A mutual fund, pension fund. Employee Provident Fund or any other similar pooled fund.

                  4. A venture capital fund/company and private equity company.

                  5. A finance company licensed by the Central Bank of Sri Lanka in terms of the Finance Business Act. No 42 of 2011 (as amended).

                  6. A company licensed by the Central Bank of Sri Lanka to carry on finance leasing business under the Finance Leasing Act No. 56 of 2000 (as amended).

                  7. A company licensed by the Insurance Board of Sri Lanka to carry on insurance business in terms of the Regulation of the Insurance lndustry Act No. 43 of 2000 (as amended).

                  8. A corporate (listed or unlisted) Which does not Call under the above categories and is incorporated under the Companies Act No. 7 of 2007.

                  9. An investment trust or investment company.

                     A non-resident institutional investor.
                     
                     

                     (k) An individual with an initial investment of LKR 5,000,000/-.

                     
                     
                     

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               2. "RATE OF INTEREST" means with respeci to:

                  (i) Type A Higla Y ield Sustainable Bonds: a fi xed rate of Twel ve Per cent ran

                  ( 12.00%) per annum (A ER 12.00%).

                  (i i) Type B igh Y icld Sustainable Bonds: a fi xed rate of Eleven Decimal Six

                  Six Per Centum (1 I -66%) per centum per annum (AER 12.00%).

               3. "RESOLUTION" means a Resolution passed by the High V ield Sustainable Bond Holders in terms of Clause 22 unless otherwise provided for.

               4. "REGISTERED ADDRESS" when used in re(ation to a H Sh Yield Sustainable Bond Holder means thc addrcss provided by the High Yield Sustainable Bond Holder to the CDS.

               5. "REGISTRARS" means the Registrars to the 1-high Yield Sustainable Bond issuc or such other person or persons lo bc appointed as the Re istrars for the purpose of These Presents by the Company.

               28. "SEC" means Ihc Sccuritics and Exchange Commission of Sri Lanka established undcr the Wccuritics and Exchange Commission ot" Sri Lanka Act No. 19 uf 2021.

               1. "SUBORDINATED" means the claims of the DebCnturc Holders shall in the event of winding up of the Company rank aiier all the claims of secured and other unsecured creditors of the Company and any preferential claims under any Statutes governing the Company but part passu to the claims of subordinated creditors of the Company and shall rank in priority to and over the claims and rights of lhc ordinary and preference shareholder/s of the Company.

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

               3. "YHESE PRESE] TS" means this Trust Deed as from timc to tims modi fled in accordance v.'ith Ihc provisions heroin containcd and/or according to law and shall include any Supplcmcntary J"rust Deed executed in accordance with the provisions hereof.

               4. "TRUST DEED" means These Prcscnts as from time to time modified in accordance a'ifh the provisions heroin contained and/or according to law and shall incl ude any Supplomcntarj Trust Deed executed in accordancc with the provisions hereof.

               5. "TRUSTEE" means NATIONAL DEVELOPMENT BAh'K a banking

                  company duly incorporated in the said Rcpublic of Sri Lanka and re registered undei the Cornpanics Act No. 07 of 2007 of Sri [.anka bearing Registration Number PQ 27 and having its registered office at to. 40, Nawam Mawatha Colombo 2 in the said Democratic Socialist Republic of Sri Lanka or its successors and assigns.

               6. "WORKING DAY" means any day (olher than a Saturday or Sunday or any statutoq' holiday) on which liccnscd commercial banks arc open for business in Sri Lanka.

               
               
               

   2. 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 sha!l include corporate and unincorporated bodies of persons.

   3. In These Presents references to:

      1. 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

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

      3. 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.

      4. a month shalt be a reference to the time from any day of one calendar month to the corresponding day of the nexl calendar month.

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

   5. The headings are inserted herein only for conveniences and shall nol affect the construction of These Presents.

1. APPOINTMENT OF THE TRUSTEE

   The Trustee is hereby appointed as Trustee for the purposes of the High Yield Sustainable Bonds and for the benefit of and in the interests of the High Yield Sustainable Bond Holders as 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.

2. AMOUNT OF THE HIGH YIELD SUS7A1NABLE BOND ISSUE AND ALLOTMENT OF HIGH YIELD SUSTAINABLE BONDS

   High Yield Sustainable Bonds will be issued by the Company to Qualified Investors raise a sum of up to Sri Lankan Rupees Two Thousand Million (CKR 2,000,000.000/-) and the High Yield Sustainable Bonds shall be listed on the Colombo Stock Exchange subject to in-principle approvals of the CSE being obtained.

3. COVENANTS TO REPAY THE PRINCIPAL SUM AND INTEREST

   1. I (a) The Company hereby covenants with the Trustee for the benefit of the High Yield Sustainable Bond Holders that it wili:

      1. pay on the Date of Redemption to the High Yield Sustainable Bond Holders as of the Entitlement Date, in accordance with the provisions of These Presents and upon receipt of the information relating to the High Yield Sustainable Bond Holders from the ODS, 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 Settlement System) in the event accurate bank account details of the High Yield Sustainable 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 High Yield Sustainable Bond Holders to the CDS, at the risk of the High Yield Sustainable Bond Holders, if bank account details are not provided to the

         COS or the bank. account detai1s P° Idcd to th CDS are i naccurate the

         principal sum of the High Yield Sustainable Bonds which ought to be redeemed and interest (if any) remaining unpaid up to the date immediately preceding the Date of Redemption of the High Yield Sustainable Bonds. RTGS transfers however could be effected only for amounts over and above the maximum value that can be accommodated via SLIPS transfers.

         
         
         

         pay on each applicable Interest Payment Date to the High Yield Sustainable Bond Holders as of the Entitlement Date, in accordance with the provisions of These Presents and upon receipt of the information relating to the High Yield Sustainable 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 High Yield Sustainable 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 addiwses provided by the High Yield Sustainable Bond Holders to the CDS, at the risk of the High Yield Sustainable Bond Holders, if bank account details are not provided to the CDS or the bank account detai Is provided to the CDS are inaccurate the interest on the High Yield Sustainable 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 SL UPS transfers.

         1. 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 taw prevai ring at the time of payment.
         
         

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

         2. in the event of there being any delay i0 the redemption of the High Yield Sustainable 8onds or the payment of interest thereon due to a default by the Company, the Company shall pay default interest at the Rate of lnterest plus Two per centum (2%) per annum from the Date of Redemption or the lnterest Payment Date as the case may be.

         1. The High Yield Sustainable Bonds shall be redeemed in accordance with the provisions contained in These Presents on the Dale of Redemption together with interest (if any) remaining unpaid thereon.

         2. If any High Yield Sustainable Bond Holder fails or refuses to receive payment of the interest or redemption monies payable to such High Yield Sustainable Bond Holder, or any pan thereof within ninety (90) days from the Interest Payment Date or the Date of Redemption of the High Yield Sustainable Bonds as the case may be, the amount due to him shall he transferred by the Company to a suspense account maintained separately with the Trustee at the end of ninety (90) days after the Interest Payment Date or the Date of Redemption of the High Yield Sustainable Bonds and shall be paid by the Company to the High Yield Sustainable Bonds 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 of Redemption as ihe 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 cease to be owed and payable by the Company to any High Yield Sustainable Bond Holder after the said period of six (06) years and such moneys will be returned to the Company by the Trustee.

         3. If any cheques for redemplion and/or an interest payment sent by post to the High Yield Sustainable Bond Holders are returned to the Company undelivered, the amounts represented by each of such returned cheques shall also be transferred by the Company to the aforementioned suspense account maintained with the Trustee and retained therein for a period of six (06) years from the Interest Payment Date or the Date of Redemption of the High Yield Sustainable Bonds. Such monies will be repaid to the High Yie(d Sustainable Bond Holders if the same is claimed in writing by such High Yield Sustainable 8ond 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 afier the completion of six (06) years trom the Interest Payment Date or the Dare of Redemption and all unclaimed monies shall cease to be owed and payable by the Company to any High Yield SuStainable Bond Holder after the said period of six (06) years and such monies will be returned to ihe Company by the Trustee.

         4. The Company shalI always acl on the information furnished by the CDS and it shall be the responsibility of each such High Yield Sustainable Bond Holder to keep all the information in respect of such High Yield Sustainable Bond Holder updated. Each High Y ieJd Sustainable Bond Holder shall absolve the Company from any responsibility or liabi lip in respect of any error or absence of necessary changes in the information recorded with the CDS. Provided further that the High Yield Sustainable Bond 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 attributable to the High Yield Sustainable Bond Holders.

         ($ The Company shall be entitled to make payment on redemption of'all such 14igh Yield Sustainable Bonds on the Date of Redemption to such High Yield Sustainable Bond Holders without any request for claim from such High Yield Sustainable Bond Holders and such payment shall be deemed to be a payment duly made by the Com pany to the respective High Yield Sustainable Bond Holders in the redemption of the High Yield Sustainable Bonds of such Holders.

         
         
         
         
         
         

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         (¿) In order to accomi»odate the I-tigl1 Yield Sustainable Bond interest cycles in thc CDS system of the CSE, the High Yield Sustainable Dond I-folders to whom intcrest shall be paid shall be thosc holding High Yield Sustainable Bonds in the CDS as aflhc Entitlcmcnt Date.

         1. If the Datc of Redemption falls on a day which is not a Market Day, then the Date

            I" Rcdc m pt ion shall be the i mm cdi etc Iy succccdin¿ Market Day and Our tho

            avoidance of doubt it is agr€ledlhat intcrcst shall bc paid for the intervening day's

            v'hich nrc not Market Days.

         2. The High Yieid Sustainable Bonds shall not be redeemed by the Company prior to maturity for any reason whatsoever except

            (i) due to the occurrcncc of an Fvcnt of Default as contemplated in Clause 0 l1creu:1der. or

            (iiJ v'ith the prior written approval rrom the Central gank of Sri !.anka and the approval of Use High Yield Sustainable Bond holders of two third (2/3) of* the par val«c of the ] ligh Yield Sustainable I3onds outstanding.

         3. l'he HighYield Sustainable Dond holders snail nor haveany right or optioniocall ror rcdemption ofthc I ligh Yield Sustainable Bends before the Date of Redemption other than in the circumstances sct out in clause I 2(iii).

   2. STAMP BUTY AND OTHER CHARGES (IF ANY)

      The Company shall pay all chargcs, stamp duties and other similar duties or taxes (if any) payable on or in connectio with (i) tT c issue of thc High Yield Sustainable Bonds and (i i) the execution of Thcse Presents.

   3. EUGIBILITY TO APPLY FOR HIGH YIELCt StISTAINARLE BONDS

      Applications for HigTz Yicld ñustainahle Bonds are limited to Qualified Tnvcstors and shnrild be for a minimum of One Hun4rcd ( 100) High Yield Sustainahlo Bonds and any application for excess uf this figure should be in multiples of One I-hundred ( 100) Hiya Yicld Sustainable Bonds. In the case of an individual in order to be a Qualified [n 'cstor thc minimum subscription would need to be for Fifty Thousand (50.000) Tli¿h Yicld Susninablc Bonds.

   4. TRANSFER OF HIGH YIELD SUSTAINABkE RONDS

      1. These High Yield Sustainable Bonds shall be freely transferable among Qualified Investors and the registration of such transfer shall not be subject to any restriction, save and except to the extent required for compliance w ith statutory requirements.

         fb) The High Yield Sustainable Bonds shall be transferable and transirinable through the €iDS

         < •s e high Yield Sustainable Bonds are iistcd in the CSE. Subject to the provisions contained herein the Company may register w'ithout assuming any liability and' transfer of'

         H ig•1i Yield Sustainable Bonds. which are in accordance with the statutory requirements and rules and regulations in force for the time being as laid down by the CSE, SEC and the CDS.

         () In the case of death of a High Yield Sustainable Bond 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 High Yield Sustainable Bond Holder was the sole or only surviving holder

            shall be the only persons recognized by the Company as having any titlc to hislher High Yield Sustainable Bonds.

            1. Any person becoming entitled to any High Yield Sustainable Bonds in consequence of bankruptcy or winding up of any High Yield Sustainable Bond Holder, upon producing proper evidence that he/she/it sustains the character in respect of which he/zhe/it proposes to act or his/her title as the Board of Directors of the Company thinks sufficient rflay in the discretion of the Board be substituted and accordingly registered as a High Yield Sustainable Bond Holder in respect of such High Yield Sustainable Bonds subject to the applicable laws, rules and regulations of the Company, CDS, CSE and SEC.

            2. No change of ownership in contravention to these conditions will be recognized by the Company.

   5. COVENANT TO OBSERVE PROVISIONS OP THE TRUST DEED

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

   6. COVENANTS BY THE COMPANY

      The Company hereby covenants with the Trustee for the benefit of' the High Yield Suslainable Bond Holders that, so long as any of the High Yield Sustainable Bonds remain outstanding:

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

      2. The Company shah at all times keep such books of accounts as ii is obliged to keep under the applicable laws and to the extent not prohibited by law or otherwise by virtue pt any duty of confidentiality) at any time after an Elem 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 Trustee in consultation with the Company free access to the same at alt times duTing 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.

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

         {i) within five (OF) days from each Interest Payment Date, certifying that the interest on the H›gh Yield Sustainable Bonds has been paid to the H›gh Yield Susta1nable Bond Holders in terms of Clause 4;

         
         
         

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         (ii) within five (05) days from the Date of Redemption certifying that the principal amount has been paid to the High Yield Sustainable Bond 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 dmies and obligations in terms of These

         Presents provided such ccrti fixates can bs issued or such i nfc›rimation can be prnvi ded by

         the Company to the extent permitted by law and the Listing Rules of CSE without

         committing any breach of its duty of confidentiaiity to any person or entity.

      5. The Company shall submit to the Trustee within one (0 I) month from 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 Thcse 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 the Company;

         3. Whether or rtot any circumstances materially affecting the Company has occurred which adversely affects the High Yield Sustainable Bond Holders;

         4. 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 I-Iigh Yield Sustainable Bonds;

         5. Whether the Company has any material contingent liabilities and if so the amount of such liabilities;

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

         7. Whether or not there has been any change in any accounting method or method of valuation of assets or liabilities of the Company;

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

         9. Whether or not there has been any subsiantial change in the nature of the Company's business since the issue of the High Yield Sustainable 8onds;

         10. Whether or not any action has bcen 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;

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

      (q The Company shall keep a record of the number of High Yield Sustainable Bonds which have been issued and, the date of such issue and the persons to whom such High Yield Sustainable Bonds were issued, provided however that ihe Company shall after the Iisting of the High Yield Sustainable Bonds on the CSE be entitled to treai the records maintained by the ODS as an accurate record of the High Yield Sustainable Bond Holders and the number and value of the High Yield Sustainable 8onds held by each High Yield Sustainable 8ond Holder.

      1. The Company shall permit the Trustee and the High Yield Sustainable 8ond Holders at all reasonable times without payment of any fee to inspect any records maintained by the Company referred to in Clause 9(9 above and to take copies thereof.

      2. The Company shall forthwith upon ihe Company becoming aware of the happening of any and every such eVent as is mentioned in Clause 10 hereof give notice thereof in wrttin6 to the Trustee provided that the Company shall in any event issue a Certificate to the Trustee within

         thirty (30) days from the end of every semi-annual period commencing from the Date of Allotment of the High Yield Sustainable 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 High Yield Sustainable Bonds becoming payable in terms of the said Clause 10.

      3. The Company shall make avaiiable 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 High Yield Sustainable Bond Holder on request a certified copy of the Trust Deed upon payment of a fee of Sri Lankan Rupees One Hundred (LKRI00/-).

      g) The Company shall send to the Trustee and the CSE and publish on its web site, no later lhan one hundred and fifty (150} days from its financial 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 ihe end of the fourih quarter of iis financial year an interim financial statement prepared on a qusrterly basis.

      1. The Company shall send to the Trustee all published financial and other information, which is normally provided to ordinary shareholders at the same time that it is sent to the shareholders.

         () The Company shall reimburse all reasonable expenses incurred by the Trustee aiier an Event of Default has occurred in connection with:

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

         2. Collection of amounts due under thit r i Oeed.

      All such sums shall be reimbursed by the Company within thirty (30) days from the date of notice of demand from the High Yield Sustainable 8ond 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 High Yield 5ustainab(e Bond tO become immediately payable.

            
            
            
            
            
            

            (i i) 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 High Yield Sustainable Bonds.

            (iti) Any other right or remedy undsr the terms and conditions of the High Yield Sustainable Bonds or the provisions or covenants of the 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 lS Indeteminatc, the Company shall submit to the Trustec the written details of the amount of cach claim. within fivc (05} days horn 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 inspection by the Trustee and High Yield Sustainable Bond 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 High Yield Sustainable Bond Holders as at the date on which the dividend is proposed to be deGlared or paid or has made satisfactory provisions therefor.

   7. EVENTS OF DEFAULT

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

      (a}

      If the Company defaults on the payment of the principal sum or any interest due on the whole or any part of the High Yield Sustainable Bonds in accordance with the provisions contained in These Presents.

      1. If the High Vicld Sustainable Bonds cease to be listed in thc CSE in terms of Rule TI .3(a) of the CSE 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.

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

      3. lf 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.

      4. lfthe Company does not submit a certificate to the TruStce as set out in Clause 9 (c), Clause 9 (e) or Clause 9 (h).

      (q If the Company commits a breach of any terms or conditions in the High Yield Sustainable Bonds or provisions of the Trust Deed or any other documents relating to the issue, offer or invitation in respect of the H igl Yield Sustainable Bonds on its part to be observed and performed.

      1. 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.

      2. Where there is revocation, withholding or modification of a license, authorization or approvai that impairs or prejudices the Company's ability to comply with the terms and conditions of the High Yield Sustainable Bonds or the provisions of the Trust Deed or any

         other document relating to the issue. offer or invitation in respect of the High Yield Sustainable Bonds.

      3. 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 High Yield Sustainable Bonds and the provisions of the Trust Deed.

      4. where the rating assigned to the High Yield Sustainable Bonds is downgraded to a 'default' rating by a rating agency.

   8. SUSTAINABILITY STANDARDS COMPLIANCE REQUIREMENTS

      The Company sha[i submit to the CST the following documents/information signed by two (02)

      Directors for dissemination to the Ivtarket

      1. Report on the utiiizaiion of the proceeds of the Sustainable Bonds using the internal process as disclosed in the Prospectus

         1. on a quarterly basis along with the quarterly financial statements of the Company and,

         2. within twelve (12) months from the date from the date of issuance of the Sustainable Bonds and thereafter on an annual basis along with the Annual Report of the Company

      until the proceeds allocated to the Sustainable Bond is fully utilized.

      (b} Annuai Report of the Company along with the written report of the external review prep8zed and signed by the Independent Externa1 Reviewer which contains the following:

      1. confirming whether the Sustainable 8ond is aligned with the applicable lCMA Green 8ond Principles, ICMA Social 8ond Principles and ICMA Sustainable Bond Guidelines and where applicable any related Taxonomy issued by the Central 8ank of Sri Lanka; and

      2. verifying the utilization of the proceeds allocated towards the Sustainable Bonds.

      1. The following confirmation along with the Annual Report of the Company until the proceeds allocated to the Sustainable Bonds are tiil ty util ized:

         1. that the Independent External Reviewer is and has remained independent; and,

         2. that the Company's alignment with the ICMA Sustainable Bond Principles and where applicable any related Taxonomy issued by the Central BBnk at" Sri Lanka on an ongoing basis has been reviewed by the Independent External Reviewer.

      (d) An update on eligibility, allocation, and the impact of outstanding Sustainable Bonds including, at a minimum the requirements specified in Rule 7.12.4 (A) 1) (d) of the Listing Rules along wilh the Annual Report.

      lz. ENFORCEMENT PROCEDURES FOR NON-COIYIPLIANCE WITH SUSTAINABILITN STANDARDS
      
      
      

      In the evsnt the Company far is to comply with the additional annual and/or quarterly reporting requirements in terms of Listing Rule 7.12.4 (A) (1) (a) and (d) (as applicable). the Company shall

      make an immediate market announcement and repeat the same on such non- compliance and the proposed rectification plan to be adopted by the Entity to ensure compliance with the relevant listing Rule in accordance with Listing Rule 7.12.4. (A) (1I).

      In the event the Company fails to rectify the non-compliance within a period of six (06) months from the date of the market announcement referred to above, the Company shall:

      1. convene a meeting of the High Yield Sustainable Bond Holders within thirty (30) days from rhe expiry of rhe said six (06) months period, notify such Bond Holders of details pertaining to ihe noncompliance and the remedial action taken in order to ensure

co›npliaIzoe ancl such aoti ficatic3 a shall ii1c ude a statement that a failure on thc part of the Company to rectify the noncompliance shall result in the CSE ceasing to recognize such debt securities of the Company as Sustainable Bonds within a period of two (02) months from the date of the market announcement and;

seek the approval of the High Yield Sustainable Bonds Holders for the proposed course of action to be taken by the Company:

1. In the event of any High Yield Sustainable Bond Holders dissenting to the resolution/s passed at the meeting which do not rectify the non-compliance the Company shall pay the maturity proceeds relating to such Bonds held by such dissenting High Yield Sustainable Bond Holders:

2. The CSE shall cease to recognize such debt securities of the Company as Sustainable Bonds within a period of two (02) months from the date of the market announcemeni referred to in listing Rule 7.12.4 (A) (11) (e), where there is continued noncompliance.

1. ENFORCEMENT OF OBLIGATIONS

   At any time after the High Yield Sustainable Bonds shall have become repayable on redemption or otherwise under any provision of These Presents. and the Company has failed and/or neglected to repay and/or redeem the same within the stipulated time period, the Trusise may upon the Company's continuous failure and/or negligence to repay and/or redeem the High Yield Sustainable Bonds. at its discretion, and upon the request in writing of the High Yield Sustainable 8ond Holders of at least one fifth (1/5) of the par value of the High Yield Sustainable Bonds outstanding or the High Yield Sustainable 8ond Holders pursuant to an Extraordinary Resolution and subject to fourteen (I 4) days prior written notice to the Company, institute such proceedings as they think fit to enforce repayment and other obl tgations of the Company under These Presents.

2. APPLJCATION OF MONJES RECEIVED BY THE TRUSTEE

1. I In the event of the Trustee recovering or receiving any monies from the Company consequent to any action taken by the Trustee against the Company the Trustee shai l apply such monies,

   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 High Yield Sustainable Bond Holders of all arrears of interest remaining unpaid on the High Yield Sustainable Bonds held by them respectively;

   3. Thirdly in or towards payment to the High Yield Sustainable Bond Holders of all principal ironies due in respect of the H sh Yield Sustainable Bonds 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 the discretion of the Trustee payments may be made on account of principal monies before any part of the interest or the whole of the interest on the High Yield Sustainable Bonds have been paid but such alteration in the order of payment of the principal monies arid interest shall not prejudice the righi of ihe High Yield Sustainable Bond Holders to receive the full amount to which they would have been entitled if ihe ordinary order of payment had been observed. Any payment to the H Sh Yield Sustainable Bond Holders under this clause shall be made part passu in proportion to the High Yield

      Sustainable Bonds held by them respectively.

      I 4.2 The High Yield Sustainable Bonds shall in the event of winding up of the Company rank after all the claims of secured and other unsecured creditors of the Company and any preferentia! claims under any Statutes governing the Company but part passu to the claims of subordinated creditors of the Company and shal1 rank in priority to and over the claims and rights of the ordinary and preference shareholder/s of the Company.

2. MANNER OF PAYMENT AND ENFORCEMENT OF HIGR YIELD SUSTAINABLE BONDS

   Any payment to be made in respect of the High Yield Sustainable Bonds by tiie Company or the Trustee may be made in the manner provided in this Trust Oeed and any payments so made shall 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 High Yield Sustainable Bond shall extinguish any claim which may arise directly or indirectly in respect of such interest from a High Yield Sustainable Bond Holder.

   Upon any payment under the provisions of this Clause 15 of the Trust Deed in respect of which such payment is made in full shall be cancelled and the Trustee shall certify or procure the certification of such cancellation.

3. REMUNERATION OF THE TRUSTEE

   3 he Company sham pay the Trustee during the continuation of These Presents a sum of Sri Lankan Rupees Four Hundred Eighty Thousand (LKR 480,000./-) 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 High Yield Sustainable Bonds-

   Further, the Trustee shall be entitled to be reimbursed by the Company all reasonable cosis, 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 pdid by the Company to the Trustee within fourteen (14) days of a claim being made.

4. GENERAL POWERS AND DUTIES OF THE TRUSTEE

1. I Without prejudice to the powers and reliefs conferred on Trustee by These Presents or by the laws relating to the Trusts or any other 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, brokel, auctioneer, accountant, auditor, oiher experi (whether obtained by the Trustee or the Company) or other responsible offi cer of the Company and shall not be responsible for any toss occasioned by acting on any Such opinion, advice, certificate or information and that the 7'rustee shall not be liable for acting on any opinion, advice. certificate or information

      
      
      
      
      
      

      . 16

      purporting to be so conveyed although the same shall contain some error as long as the Trustee has acted in good faith with professional dil igence.

   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 that may result from the exercise or non-exercise

      thereof but where the Trustee is under the provisions of These Presents bound to act at the

      request or direction of the High Yiel d Sustainable Bond Ho1ders the Trustee shall nevertheless not be bound unless first indemnified to its satisfaction against ali actions. proceedings, claims and demands to which it may render itself iiabie and all costs, charges, damages, expenses and liabilities which it may incur by so doing.

   3. To summon any meeting of the High Yield Sustainable Bond Holders in accordance with the provisions of Clause 22 hereof.

   4. In case of default by the Company. thc Trustee may but shall not be bound unless directed eilher by an instrument in writing signed by the High Yield Sustainable Bond Holders of at least Seventy Five per centum (75%) of lhe par value of the High Yield Sustainable Bonds for the time being outstanding or in accordance with an Extraordinary Resolution passed by the High Yield Sustainable Bond Holders in accordance with Clause 22 of These Presents, to waive such terms and conditions as they shall deem expedient any of the covenants and provisions contained in These Presents on the part of the Company to be performed and observed.

   5. The Trustee as between itself and the High Yield Sustainable Bond Holders shall have full power to determine all questions and doubts arising in relation to any of the provisions of These Presents and every such determination, whether made upon a question actually raised or implied in the acts or proceedings of the Trustee.

The Trustee mzy. in the conduct o£ the trusis of These Presents, instead of acting through its staff, employ and pay a professional arson 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 of a professional person shall not be charged as an expense to the Company.

1. The Trustee shall not be liable to the Company or any High Yield Sustainable Bond Holder by reason of having recognized or treated as a High Yield Susrainabie Bond 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 High Yield Sustainable Bond Holders, it shall have regard to the interests of the High Yield Sustainable 8ond Holders as a class and in particular, but without prejudice to the generality of the foregoing, shall not be objiged to have regard to the consequences of such exercise for any individual High Yield Sustainable Bond Holders resulting from his or its being for any purpose domiciled or resident in, or otherwisc connected with, or subject to the jurisdiction of, any particular territory.

3. The Trustee may, accept a Certificate certifying that all High Yield Sustainable Bonds have been redeemed or relating to any other maner primarily in the knowledge of the Company as sufficient evidence thereof and such Certificate shall be a complete protection to the Trustee who acts thereon.

I7.4

The Trustees shall in performance of its duties maintain the confidentiality of confidential information received by it (the Trustee may disclose such intormation to a branch, head office, subsidiary or agent of the Truslee 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.

EXEMPTIONS AND INDEMNIFICATIONS OF TRUSTEE FROM LIABILITY

I 8.1

The Trustee shaJ l be indemnified by the Company for any liabil ity, c!aim, expense, damage or loss that ii may incur in connection with this Trust Deed, provided the liability or toss was not a result of the sole negligence or willful misconduct of the Trustee.

Provided further that none of the provisions of These Presents shall in any case 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, rel ieve or

indemnify the Trustee againstany liabilities which by virtue of any rule of iaw would otherwise attach to it in respect of any negligence, default, breach of duty or breach of trust of which it may be guilty in relation to its duties under Tlaese Presents.

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

   1. enables the release of the Trustee from liability for something done or omitted to

      be done before the release is given; or

      
      
      

      18

   2. enables a mccting of I4igh Yieid Sustainable Bond Holders to approve the release of the Trustce rrom liabi lily for something done ter omitted to be done before the release is ii ven.

Such release will be effgeti ve when approved by I ligh Yield Sustainable Bond Holders if the 1-li3h Yicld Sustainable Bond I-folders who vote for the resolul ion represent three fourth (3/4) of the par val uc of the I-fish Y ieId Sustainab lc Bonds.

The Trustee is aten not liable for an;'t11in donc or om ittcd to ke done in accordance with a direction given to the l"ru.stee t›y the HiEh Y icld Sustainable i3ond Holders at ant' meeting duly called.

k9. APPOINTMENT AND REMOVAL OF THE TRUSTEE

1. Subject to the provisions of lhis Trust Decd, the power of appointing new Trustees shall bc vested in the Company, pi'ovided that the Cornpanv 5l all obtain the consent of Hi*h Y ie1d Sustainable Bond Holders holding not less lhan Fifiy per ccntum (50%) of the par value of the High Yield Sustai nablc Bonds for the time being outstanding or it may obtain approval by an ordinary resolution of the I-ligh Yield Sustainable Bond Holders prior to the appoinlmcnl of the new Trustee. Notice or such appointment shall be given to the High Yield Sustainable Bond Holders within thirty (30) days of such appointment by an advertisement published in naiionai newspapers in all three languages (Sinhaia, Tann il and English) of the Company's choice circulating in Shri Lanka.

2. 1n the event the Company does nor or cannol cxercise its power to appoint a new Trustec and thctc bci ng no new 4 rustee appointed as of thiHy (30) days before the removal/resignation of the Triislee taking effect in accordance with lhc ierms hereof. the Hidh Yield Sustainable Bond Holders iaiay convene a meeting to appoint a new Trustee by an ordinaq resol tition.

   Any removal of a Trustee and the subsequent appointment of a replac.em cut Trustcc by roe Com pan}' shall be with the consent of an Extraordinary Resolution of the High Vield ñustainahte Bond Holders.
   
   

   (d) in the cvcnt of the i ligh V icld Sustainable B‹›nd Holders not being; satisfied w iil the Trusiee. they have the right to remove the T'rusiee by w'ay of an Extraordinary Resolution passcd at a General Meeting convened under Clause 22 l4ercoti

3. The Company shall be notified of any removal of hoc Trustee and subsequent appointment of a rcplaccment 3'rustee by the High Yield Sustainable Dond i-folders.

   Thc Com pany shall take reasonable steps to replace the 4 rustec as -soon as practicable after becoming aware that:
   
   

   1. The Trustee has ceased to exist.

   2. 'the Trustcc is in a siltialion of conHict of interests.

(ii i) The 'l'rustee has ceased to perlonr its function as a 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.

1. In the event the Trustee discovers that it is not eligible to be appointed or aci as Trustee, the Trustee shail give notice in writing to the Company regarding the same.

2. Subject to Clause 21.1 below the existing Trustee Shall continue to act as a Trustee until a new Trustee is appointed.

3. Upon a change of the Trustee in accordance with Clause 19, the Company or the 'l"rustee shall notify the CSA and take steps to make an immediate market announcement.

1. 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 C(ause of These Presents.

2. RESIGNATION OF TRUSTEE

   1. In the event of the Trustee, in its sole and absolute discretion, desiring to resign, the Trustee shall give not tess than ninety (90) days' notice to the Company in writing to that effecl, and the Company shall thereupon appoint a new Trustee in accordance with Clause 19 of These Presents. The Trustee shall continue in its capacity as Trustee until such time a new Trustee is appointed.

   2. ln the eveni of such a resignation, the Trustee at its cost shall publ tsh a notice 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 sufficient notice to the High Yield Sustainable 8ond Holders notwithstanding anything to the contrary herein contained.

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

3. MEETINGS OF HIGH YIELD SUSTAINABLE BOND HOLDERS

1. The Trustee shall call a meeting/cause a meeting of High Yield Sustainable Bond Hplders with notice to the Company and all High Yield Sustainable Bond Holders or on a requisition being received in writing signed by the High Yield Sustainable Bond Holders of at least one fifth (1/5) of the par value of the High Yield Sustainable Bonds for the time being outstanding or if requested by the Company.

2. Not less than twenty one (21) days' notice shall be given of a meetin5 for the purpose of passing a Resolution.

3. The quorum for the meeting (oiher than adjourned meeting) for the purpose of passing an ordinary resolution shall be lhe High Yield Sustainable Bond Holders representing twenty five per centum (25%) of the par value of the High Yield Sustainable Bonds for the time being outslanding, provided however. that the quorum for passing ari Extraordinary Resolution should be the Holders of a majority in par value of the outstanding High Yield Sustainable Bpnds present in person or by pfoxy or by attorney.

   
   
   

   , 20

4. If such a quorum cannot be obtained, such meeting shall be adjourned for not less than fourteen (1 4) days in which event notice of adjourned meeting shall be sent to every High Yield Sustainable Bond Holder and shall state in such notice that if a quorum as above defined shall not be present at the adjourned meeting the High Yield Sustainable Bond Holders then present shall form a quorum.

5. On a pol I, each high Yield Sustainable Bond Holder wi II be entitled to onc (0 I) vote for

each High died d Sustainable Bond held by such person.

(O A proxy need not be a holder of the High Yield Sustainable 8onds.

1. The Trustee may appoint a person to chair the meeting of High Yield Sustainable Bond Holders. The Trustee shall also appoint a person or body to act as a Secretary of such meeting and a copy of 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 High Yield Sustainable Bond Holders present at the meeting may appoint a person to act as the chainnan of the meeting.

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

3. Call a meeting of the High Yield Sustainable Bond Holders with notice to the

Company;

Inform the H 6h Yteld Sustainable Bond Holders of the failure at the meeting: and

Submit proposals for the protection of lhe High Yield Sustainable Bond Holders interests or call for proposals from the High Y ieJd Sustainable Bond Holders at the meeting as the Trustee considers necessary or appropriate and obtain suitable direclions.



MODIFICATION OF THE TRUST DEED

1. NOTICES

   Any notice or demand to the Company, High Yield Sustainable 8ond Holder(s) or the Trustee required to be given. made or served for any purpose hereof shall be given. made or served by 5ending the same by prepaid registered post in lhe case of the Company or Trustee and by prepaid ordinary mail in the case of High Yield Sustainable Bond Holder(s), or by facsimile transmission or by delivering it by hand to the Company, High Yield Sustainable Bond Holders or the Trustee as the ease maybe, in the case of the Company or the Trustee at the address shown in below in this Trust Oeed and in lhe case of High Yield Sustainable Bond Holder(s) to the address which appear in the CDS, and any notice sent by post as provided tn this Clause shall be deemed to have been

   given, made or served seventh two (72) hours after dispatch and any notice sent by facsimile transmission as provided in this f1ause shall be deemed to have been given, made or served at ihe time of dispatchand in proving the giving, making or service of the same it shall be sufficient to prove, in the case of a letter, ihat such lelter 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 any notice between the Company and the Trustee 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 Trustee 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 High Yield Sustainable Bond Holders 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 notwithstanding anything to the contrary herein contained be deemed to be sufficient notice to the High Yield Sustainable Bond Holders including the provisions of the above Clause,

   Tbe Company SARVODAYA DEVELOPMENT FINANCE PLC

   No. No. I55A,Dr. Danister De Silva Mawatha. Colombo 08, Sri Lanka Tel No: 011 5 444 666

   E-mail: : inaheshj@sdf.ik.

   Attention: Mahesh Jayasanka - Head of Strategic Planning

   The Trustee NATIONAL DEVELOPMENT BANK PLC

   Address: No. 40, Nawam Mawatha Colombo 2 Tel No: 011 2448448

   E-mail: shermilanadishani@ndbbank.com Attention: Shermila Nadishani

2. MISCELLANEOUS

   1. Nothing in the provisions of These Present 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

      2. in order to comply with any of the provisions of any Law.

         Provided however that the Company shall be obliged to furnish to the audit firm referred to in the Clause 9(b) information in iespect of the Company's books of accounts.

   2. In th« event of any inconsistency between these provisions arid any rules, regulations or directions of the SEC, or the CSE such rules, regulations or directions shall prev•i(.

   3. This Trust Deed shal I be governed by and construed i n accordance with the luws of Sri

Lanka.

(d} The Court of Sri Lanka shall have the exclusive jurisdiction to hear and determine any matters arising here from or hereunder. The invalidity or unenforceability of any terms or provision of these presents shall not afFect the validity or enforceability of the remaining tcrms and provisions hereof.

1. The Trustee sha!l not disclose the affairs relating to the TriiSt to any person whomsoever unless such disclosure is:

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

      hereunder; or

   2. required by any Court ot regulatory authority in accordance with any

statutory provision.

fExecuiion page la fiollowj

IN WITNESS WHERkOF the Authorised Signatories of the SARVODAYA DEVELOPMENT FINANCE PLC and NATIONAL DEVELOPMENT BANK PLC have placed their respective hands and thumb impressions hereunto and to three others of the same tenor and date as these Presents at Colombo on the day herein before mentioned.

Signed for and on behalf of SARVODAYz DEVELOPMENT FINANCE PLC by its duly authorized signatories J.ITD.N. Pushpakiimars (Chief

Executive Officer) U.ECM. Jayasanka (Head of Strategic )

Planning) )

Signed for and on behalf of NATIONAL DEVELOPMENT BANK PLC by its duly authorized signatories M.V.A.D.S. Nadishani and O.P.I.G.R Calders

Witnesses:

2.