Ceylon Cold Stores : CIRCULAR TO SHAREHOLDERS

CEYLON COLD STORES PLC

(Company Registration No. PQ 4)

THIS DOCUMENT IS OF VALUE

CIRCULAR TO SHAREHOLDERS

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Circular to Shareholders | Ceylon Cold Stores PLC

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Circular to Shareholders | Ceylon Cold Stores PLC

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02 February 2022

Dear Sir/Madam,

PROPOSED SUB-DIVISION OF ORDINARY SHARES:

EACH ONE (1) ORDINARY SHARE HELD OF CEYLON COLD STORES PLC ("CCS")

TO BE SUB-DIVIDED TO TEN (10) ORDINARY SHARES OF CCS

A. PROPOSAL

The Board of Directors (the "Board") of Ceylon Cold Stores PLC ("CCS" or the "Company") resolved on 24 January 2022, subject to the approval of Shareholders by means of an ordinary resolution at an Extraordinary General Meeting ("EGM" or "Meeting"), that the number of ordinary shares of the Company in issue be increased by way of a sub-division of shares whereby One (1) existing ordinary share will be sub-divided into Ten (10) ordinary shares, referred to herein as the "Proposed Sub-division".

On this basis, ninety-five million, forty thousand (95,040,000) shares in issue will be increased to nine hundred and fifty million, four hundred thousand (950,400,000) ordinary shares.

Number of shares prior to sub-division	95,040,000
Number of shares after sub-division	950,400,000

The Board of Directors is of the view that the sub-division is in the interests of the Company and its Shareholders as a whole.

B. GENERAL

1. The share sub-division will not, by itself, alter the underlying assets, business operations, management or financial position of the Company or the proportionate interest of the Shareholders.
2. The Stated Capital of the Company at Sri Lankan Rupees nine hundred and eighteen million, two hundred thousand (LKR 918,200,000.00) shall not change after the sub-division.
3. The sub-divided shares shall carry the same rights enjoyed by the original shares (each ordinary share will entail one vote) and will rank pari passu in all respects with each other.
4. The Proposed Sub-division is notapplicable to preference shares of the Company, which are unlisted.
5. The Board, having considered all the factors relating to the Proposed Sub-division, the interests of the Shareholders as well as the Company, has resolved that the Proposed Sub-division is fair and reasonable to the Company and for all its Shareholders, including with respect to the Companies Act No. 07 of 2007
   (the "Companies Act"). The Board, therefore, recommends that the Shareholders of the Company vote in favour of the ordinary resolution to sub-divide ordinary shares.

C. EXTRAORDINARY GENERAL MEETING

1. The Proposed Sub-division, which has been recommended herein, is subject to the required ordinary resolution being passed by the Shareholders. An Extraordinary General Meeting, therefore, is being

Circular to Shareholders | Ceylon Cold Stores PLC

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convened in accordance with the Notice of Meeting attached hereto, for the purpose of passing the resolution set out herein.

2. Shareholders who are unable to attend the Meeting in person are requested to complete the enclosed Form of Proxy (in accordance with the instructions specified herein) and deposit it at the registered office not less than 48 hours before the time appointed for the Meeting.

D. DECLARATIONS

1. In the event that the said resolution is approved, dealing in the Company's shares will be suspended for a period of six (6) market days, from and excluding the date of the Extraordinary General Meeting, commencing from 23 February 2022 to 03 March 2022 (both days inclusive) in order to update the records of the Central Depository Systems (Private) Limited ("CDS") and the Register of Shareholders.
2. 1. As per the Sub-division, Consolidation, Reduction of Stated Capital procedure set out by the Colombo Stock Exchange, the sub-division would take place based on the number of shares as at the third market day from and excluding the said Extraordinary General Meeting date, i.e. 25 February 2022 (entitlement date/record date).
   2. The trading of the Company's shares will commence on 04 March 2022, subsequent to the sub- division.
3. In determining the number of shares held by a Shareholder as at the relevant date for the purpose of sub-dividing the shares, the ordinary shares in the CDS and the Shareholders' Register maintained by the
   Company will be aggregated insofar as the identity of such Shareholders is available with the Company for identification purposes.
4. The increased number of shares arising from the sub-divided shares will be directlydeposited to the respective shareholders' CDS Accounts. All such shares will be uploaded to the respective CDS accounts, within three (03) market days from the date of such sub-division of shares i.e. by 03 March 2022.
5. Pursuant to a Directive issued by the Securities and Exchange Commission of Sri Lanka ("SEC") pertaining to the de-materialisation of listed securities, in the event a Shareholder does not possess a valid CDS Account Number, such shares will not be uploaded and such Shareholders will not be able to trade with the shares until such time the same has been validly deposited with the CDS. Therefore, please ensure strict adherence to the Directive issued by the SEC regarding lodging of all shares with the CDS and opening a valid CDS Account and inform Keells Consultants (Private) Limited ("the Company Secretaries") of such CDS Account number in order to directly deposit the increased shares, under the Proposed Sub- division, to the CDS Account so opened. For this purpose, Shareholders are requested to surrender/lodge their share certificates (issued prior to the subdivision) with the CDS before 25 February 2022.
   Until valid CDS account numbers are communicated to the Company Secretaries, such shares will only be registered in the Company Ledger and no share certificate will be issued after the subdivision.
   Shareholders who have lost their Share Certificates (issued prior to the sub-division) may contact the Company Secretaries at 117, Sir Chittampalam A. Gardiner Mawatha, Colombo 2 to facilitate the direct deposit of increased shares to the Shareholder's CDS account number.
6. Shareholders who require any additional information or assistance in relation to the aforementioned, may contact the Company Secretaries on any working day during the period from 02 February 2022 to 24 February 2022, between 8.30 am and 4.30 pm on [phone].

Circular to Shareholders | Ceylon Cold Stores PLC

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1. The Directors confirm that the increase of the number of shares by the sub-division and the modality to be adopted to effect such sub-division are consistent with the provisions of the Companies Act No. 7 of 2007.
2. Article 8 (iii) of the Articles of Association of the Company facilitates such sub-division of shares of the Company, by way of an ordinary resolution of the Shareholders of the Company.
3. This transaction will not be classified as a major transaction as defined in Section 185 of the Companies Act.
4. The Proposed Sub-Division will not trigger any actions required under the Take-overs and Mergers Code 1995 (Amended 2003).
5. The Company confirms that no other approval is required for the Proposed Sub-division other than the approvals stated in this Circular. The Company has also complied with all applicable laws and regulations relating to the sub-division of ordinary shares.
6. The Directors of Ceylon Cold Stores PLC individually and collectively accept full responsibility for the accuracy of the information given, and confirm, having made all reasonable enquiries that, to the best of their knowledge and belief, there are no other facts, the omission of which would render any statement in the Circular misleading.

By Order of the Board

CEYLON COLD STORES PLC

Keells Consultants (Private) Limited

Secretaries