Commercial Leasing & Finance : EXTRAORDINARY GENERAL MEETING (INITIAL)

COMMERCIAL LEASING AND FINANCE PLC

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Company will be held on 11th March 2022, at 10:00 a.m. as an on-line meeting through audio-visual means conducted from No. 100/1, Sri Jayawardenapura Mawatha, Rajagiriya for the following purposes :

1. AMALGAMATION OF SINHAPUTHRA FINANCE PLC WITH THE COMPANY
   To consider and if thought fit to pass the following Resolution as a SPECIAL RESOLUTION:
   "IT IS HEREBY RESOLVED that Sinhaputhra Finance PLC be amalgamated with the Company in terms of Section 241 of the Companies Act, No.7 of 2007 as per the Amalgamation Proposal marked as Annex "B" attached to the Circular dated 11th February 2022 attached to this Notice of Meeting, to continue as One Company and that the Company to so continue shall be Commercial Leasing and Finance PLC
2. ALLOTMENT OF SHARES AND WAIVER OF PRE-EMPTIVE RIGHTS
   To consider and if thought fit to pass the following Resolution, as a SPECIAL RESOLUTION
   "IT IS HEREBY RESOLVED THAT subject to the Resolution (1) in this Notice of Meeting being approved by the Shareholders, the Company do allot upto 54,360,832 new ordinary shares to the shareholders of Sinhaputhra Finance PLC in the Register of shareholders as at 21st March 2022, being the record date/entitlement date (in the proportion of 7,803 shares of the Company for every 10,000 shares of Sinhaputhra Finance PLC, rounded to the nearest share based on the formula referred to in Clause (2) (F) of the Circular to Shareholders dated 11th February 2022) as per the Amalgamation Proposal marked as Annex "B" attached to the Circular dated 11th February 2022 attached to this Notice of Meeting, pursuant to the amalgamation of Sinhaputhra Finance PLC with the Company, based on the Market Price as at end of Trading on 21st March 2022, which proportion and the issue price as set out herein is in the opinion of the Directors fair and reasonable to the Company and to its shareholders, without such shares in the first instance being offered to the shareholders of the Company."

By Order of the Board

Commercial Leasing and Finance PLC

LOLC Corporate Services (Pvt) Ltd

Sgd.

Secretaries

11th February 2022

A shareholder entitled to participate and vote at the Meeting is entitled to appoint a Proxy to attend and vote instead of him/her. A Proxy need not be a shareholder of the Company.

A Form of Proxy accompanies this Notice.

Note:

1. The completed Form of Proxy should be received by LOLC Corporate Services (Pvt) Ltd - the Company Secretaries, at 100/1, Sri Jayawardenapura Mawatha, Rajagiriya, not later than 48 hours prior to the time appointed for the Extraordinary General Meeting which is convened to be held on 11th March 2022.
2. The EGM will be held in accordance with the guidelines issued by the CSE for hosting of a virtual Meetings.
3. The Board of Directors and key officials who are essential for the administration of the formalities of the meeting will be present in person at the venue of the meeting. All shareholders will participate through audio and audio-visual means as a measure to maintain "social distancing" requirements in the interest of protecting public health and complying with the health and safety guidelines issued by the authorities in view of the COVID pandemic.
4. Only registered shareholders and registered proxy holders will be permitted to log in and participate in the EGM on-line.
5. The shareholders are encouraged to appoint a member of the Board of Directors as his/her proxy to represent them at the EGM.
6. The shareholders may also appoint any other person other than a Director of the Company as their proxy and the proxy so appointed shall participate at the meeting through audio or audio visual means only.
7. The shareholders who wish to participate at the EGM will be able to join the meeting through audio or audio visual means. To facilitate this process, the shareholders are required to furnish their details by perfecting Annexure I to the Circular to the Shareholders and forward same to [e-mail] (with the email subject titled "CLC EGM" not less than 48 hours before the date of the meeting so that the meeting login information could be forwarded to the email addresses so provided.
8. Duly completed proxies which are submitted by shareholders up to 10.00 a.m. on 09th March 2022 will be considered valid.
9. Shareholders may send in their questions/comments on the matters listed in the Notice of EGM by email to: [e-mail] or by facsimile on + 94 112865602 or by post to the Secretaries, LOLC Corporate Services (Pvt) Ltd, 100/1, Sri Jayawardenapura Mawatha, Rajagiriya, not less than 05 days before the date of the meeting. This is in order to enable the Company Secretaries to compile the queries and forward same for the attention of the Board of Directors so that they could be addressed at the meeting.
10. At the EGM, the Chairman of the meeting will deal with those questions/comments which are relevant to the agenda items in the Notice of EGM.
11. Shareholders could vote their preference on the agenda items/resolutions and relevant procedures will be explained at the meeting.
12. For any further queries in this regard, please contact Mr. Rukshan Hettiarachchi attached to the Company Secretariat on:
13. 1. Telephone: [phone]
    2. Email:[e-mail]

	Annexure I
To:	LOLC Corporate Services (Private) Limited
	Secretaries for COMMERCIAL LEASING AND FINANCE PLC
	No. 100/1, Sri Jayawardenapura Mawatha, Rajagiriya

	REGISTRATION OF SHAREHOLDER DETAILS FOR ONLINE PARTICIPATION
					Details of Shareholder
1.	Full Name/s of Shareholder/s
2.	Address
3.	NIC / Company Registration No.
4. CDS Account number
5.	Contact number (mandatory)		Land line (residence/work):		Mobile:
6.	Email address (it is mandatory for
the shareholder to provide an email
address in order to forward the login
information for the on-line meeting
link)
			In the event a Proxy Holder is appointed by the Shareholder
7.	Name of the Proxy holder
8.	Proxy holders NIC/PP No.
9.Proxy	holders	contact	No.	Land line (residence/work):	Mobile:
(mandatory)
10.Proxy holder's email (it is
mandatory for the proxy holder to
provide an email address in order to
forward the login information for the
on-line meeting link)

Important - Only registered shareholders and registered proxy holders will be permitted to log in and

participate at the EGM on-line. Duly filled Form should be scanned and emailed to: [e-mail] or Sent by facsimile to + 94 112865602 not less than 48 hours before the meeting.

I/My Proxy holder am/is willing to participate at the EGM online:	Yes		No
Signature/s & date:__________________	__________________	__________________
Principal Shareholder	1st Joint Holder		2nd Joint Holder

FORM OF PROXY

*I/We the undersigned..……………………………………………………………… holder/s of NIC

No/s.

………..………………………………………………………………………………………………

of.………………………………………………………………………………………………………

…...……...……………………………………………………………………………... being a

*Shareholder/Shareholders of Commercial Leasing and Finance PLC hereby appoint

……………… ………..……………….…………………….… holder of NIC No.

...……..…………of………...…..………………………………………………………………………

…………………. (or failing him/her)

Mr. Luxhman Jayaratne	of Colombo or failing him
Mr. Ulluvis Hewage Ebert Silva	of Colombo or failing him
Mr. Thamotharampillai Sanakan	of Colombo or failing him
Mr. Thiyagarajah Dharmarajah	of Colombo or failing him
Mr. Don Manuwelge Don Krishan Thilakaratne	of Colombo

as my/our proxy to represent me/us and vote on my/our behalf at the Extraordinary General Meeting of the Company to be held as an on-line meeting on Friday, 11th March 2022 at 10.00 a.m. as an online meeting through audio-visual means conducted from No. 100/1, Sri Jayawardenapura Mawatha, Rajagiriya , and at any adjournment thereof and at every poll which may be taken in consequence of the aforesaid Meeting.

Please indicate your preference by placing an 'X' against the Resolution.

ForAgainst

1. To pass the Special Resolution No. (1) set out in the Notice of Meeting dated 11th February 2022
2. To pass the Special Resolution No. (2) set out in the Notice of Meeting dated 11th February 2022

dated this ……….…………………. day of ……………., Two Thousand Twenty-Two.

……………..…………………

Signature of Shareholder

(Please delete inappropriate words and refer overleaf for instructions)

INSTRUCTIONS AS TO COMPLETION

1. Please return the completed Form of Proxy after filling in legibly your full name and address, signing on the space provided and filling in the date of signature.
2. The Proxy shall
3. 1. in the case of an individual, be under the hand of the shareholder or his or her attorney, and if signed by an attorney, a notarially certified copy of the Power of Attorney should be attached to the completed Proxy if it has not already been registered with the Company.
   2. if the shareholder is a company or a corporation, be either under its common seal or under the hand of an officer or attorney authorized by such organization in that behalf in accordance with its Articles of Association or Constitution.
4. Please indicate with an 'X' how the proxy should vote on each Resolution. If no indication is given, the proxy shall exercise his/her discretion and vote as he/she thinks fit.
5. The completed Form of Proxy should be deposited at No. 100/1, Sri Jayawardenapura Mawatha, Rajagiriya or scanned and emailed to [e-mail] with the email subject titled "CLC EGM PROXY" not less than 48 hours before the time appointed for the holding of the Meeting.