DFCC Bank : 68th Annual General Meeting

DFCC Bank PLC [PQ 233]

73/5, Galle Road, Colombo 00300, Sri Lanka Tel: [phone]; Fax: + 94 11 2440376 Website: www.dfcc.lk; Email: [e-mail]

CIRCULAR TO SHAREHOLDERS

Dear Shareholder/s,

The Annual Report of Directors which includes Financial Statements for the year ended 31 December 2023, other related information and the Auditors' Report can be accessed via the link https://bit.ly/dfcc 2023. The Report is also available on the Colombo Stock Exchange website www.cse.lk. The Notice of Meeting and the Proxy Form is sent herewith.

You can also access our comprehensive end-to-end HTML version of the 2023 Annual Report via the link http://dfcc2023.annualreports.lk, which provides a better user experience where you can find, record, and share information much more easily.

However, if you wish to receive a printed copy of the Annual Report, you may do so by completing and forwarding the "Form of Request" given in Annexure 1 below to the undersigned in accordance with the instructions stated therein. The printed copy of the Annual Report will be made available to you within eight market days from receipt of your "Form of Request" duly completed.

Shareholders and proxy holders attending the 68th Annual General Meeting to be held at the "Auditorium" of the Bank, No. 73/5, Galle Road Colombo 03, at 10.00 am on Thursday, 28 March 2024, are kindly requested to bring with them their National Identity Card (NIC) or any other form of valid identification.

The notice of meeting and proxy form is also available on the Colombo Stock Exchange website (www.cse.lk) and the Bank's official website (www.dfcc.lk).

A shareholder appointing a proxy (other than a Director of the Bank) to attend the meeting should indicate the proxy holder's NIC number on the form of proxy (sent herewith) and request the proxy holder to bring his/her NIC with him/her. Instructions as to completion are given in the form of proxy.

Please note that only the registered shareholders and proxy holders will be permitted to attend the meeting.

The Directors regret any inconvenience that may be caused to shareholders by the above arrangements which, however, are in the best interests of the Bank and its shareholders.

By Order of the Board

Nimali Ranaraja

Company Secretary

19 February 2024

The Annual Report of DFCC Bank PLC for 2023 can be accessed through the below "QR Code."

For any queries regarding this Notice, please contact Ms Binara Panapitiya on [phone] between 0900-1600 hrs. on working days.

DFCC Bank PLC [PQ 233]

73/5, Galle Road, Colombo 00300, Sri Lanka

NOTICE OF MEETING

68TH ANNUAL GENERAL MEETING

Notice is hereby given that the 68th Annual General Meeting of the DFCC Bank PLC will be held at the "Auditorium" of the Bank, No. 73/5 Galle Road, Colombo 03, at

10.00 am on Thursday, 28 March 2024, for the following purposes:

1. To receive and consider the Annual Report of Directors, including the financial statements for the year ended 31 December 2023, together with the
   Auditors' Report thereon.
2. To appoint Messrs KPMG as Auditors for 2024 and to authorise the Board of Directors to determine the remuneration of the Auditors.

3. To re-elect Mr J Durairatnam, who will retire at the Annual General Meeting in terms of Article 44 of the Articles of Association of DFCC Bank PLC as a Director of the Bank.

4 To re-elect Ms A L Thambiayah, who will retire at the Annual General Meeting in terms of Article 44 of the Articles of Association of DFCC Bank PLC as a Director of the Bank.

5. To re-elect Mr N Vasantha Kumar, who will retire at the Annual General Meeting in terms of Article 44 of the Articles of Association of DFCC Bank PLC as a Director of the Bank.

1. To authorise the Board of Directors to determine the Directors' remuneration for the year 2024.
2. To authorise the Board of Directors to determine the donations for the year 2024.

By Order of the Board

Nimali Ranaraja

Company Secretary

19 February 2024

DFCC BANK PLC

FORM OF PROXY- ANNUAL GENERAL MEETING

I/We………………………………………………………………………………………...……...

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

being a member/members of DFCC Bank PLC hereby appoint:

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

of ………………………………………………………………………………or failing him/her*

Mr Jegatheesan Durairatnam	of Colombo or failing him*
Mr Wasantha Diyagaha Batagoda	of Colombo or failing him*
Ms Ladduwa Kovisge Anne Hiroshini Fernando	of Colombo or failing her*
Mr Wellege Ruwan Harsha Fernando	of Colombo or failing him*
Ms Hettiarachchige Marie Niranjala Shamalie Gunawardana	of Colombo or failing her*
Mr Nemmawatta Kankanamalage Gamini Kithsiri Nemmawatta	of Colombo or failing him*
Mr Neelakanni Hettiarachchige Thimal Ishan Perera	of Colombo or failing him*
Ms Vijayanthimala Jayatilleke Senaratne	of Colombo or failing her*
Ms Arnila Lakshmi Thambiayah	of Colombo or failing her*
Mr Namasivayam Vasantha Kumar	of Colombo or failing him*
Mr Harin Amendra Joseph de Silva Wijeyeratne	of Colombo*

*Please select what is required and delete the others.

as my/our proxy to represent me/us and to speak on my/our behalf at the 68th Annual General Meeting of the Bank to be held on Thursday, 28 March 2024 and at any adjournment thereof and at every poll which may be taken in consequence thereof to vote: (Please indicate your preference with a "√" in the relevant box.)

1. To receive and consider the Annual Report of Directors, including the financial statements for the year ended 31 December 2023 together with the Auditors' Report thereon.

1. To appoint Messrs KPMG as Auditors for 2024 and authorise the Board of Directors to determine the remuneration of Auditors.
2. To re-elect Mr J Durairatnam, who will retire at the Annual
   General Meeting in terms of Article 44 of the Articles of Association of DFCC Bank PLC as a Director of the Bank.
3. To re-elect Ms A L Thambiayah, who will retire at the Annual General Meeting in terms of Article 44 of the Articles of Association of DFCC Bank PLC as a Director of the Bank.
4. To re-elect Mr N Vasantha Kumar, who will retire at the Annual General Meeting in terms of Article 44 of the Articles of Association of DFCC Bank PLC as a Director of the Bank.
5. To authorise the Board of Directors to determine the Directors' remuneration for the year 2024.
6. To authorise the Board of Directors to determine the donations for the year 2024.

………………….….	…………………
Signature	Date

Please provide the following details:

Shareholder's NIC No.

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

Share Certificate/CDS No.

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

Number of Shares held

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

Proxy holder's NIC No.

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

(If not a Director of the Bank)

Note:

1. In order to appoint a proxy, this form duly completed, together with any Power of Attorney under which it is signed, must be deposited at the Head Office of the Bank, 73/5 Galle Road, Colombo 3, not later than 48 hours prior to the time appointed for the holding of the meeting.
2. The proxy appointed need not be a shareholder of the Bank.
3. In the case of a corporate shareholder, the proxy must be executed under its Common Seal or by its authorised attorney.

Annexure 1

FORM OF REQUEST

FOR A PRINTED COPY OF THE ANNUAL REPORT OF DFCC BANK PLC

TO: The Company Secretary

DFCC Bank PLC

No.73/5 Galle Road

Colombo 3,

I would like to receive the printed version of the Annual Report of DFCC Bank PLC for the financial year to 31/12/2023.

SHAREHOLDER DETAILS

Shareholders Full Name

Shareholders Address

Shareholder's

NIC/Passport No./

Company Registration No.

Shareholders Folio No. (Please refer the address label)

Contact Telephone

Number

…………………………………	………………….
Shareholder's Signature	Date

Notes:

1. Please complete the Form of Request by filling in legibly the required information, signing in the space provided and filling in the date of signature.
2. Please mail the completed Form of Request to the Company Secretary at the address given above.
3. In the event the shareholder is a company, the Form of Request should be signed under its Common Seal or by a duly authorized officer of the company in accordance with its Articles of Association
4. If you have any query regarding this Form of Request, please contact us on our Shareholder Hotline, 011-2442428, during 0900-1600 hours on working days (Fax No.011-2440376).