Report of the Nomination and Governance Committee

The role, functions, and composition of the Nomination and Governance Committee (N&GC) are defined by the provisions of Section 9.11 of the Listing Rules of the Colombo Stock Exchange (CSE) and the Code of Best Practice on Corporate Governance 2023 issued by The Institute of Chartered Accountants of Sri Lanka (CA Sri Lanka).

Composition of the Committee

The N&GC comprised its Chairman, Mr Niel Unamboowe, President’s Counsel (Independent Non-Executive Director), and the following members:

Brief profiles of the Directors are presented in the Board of Directors section of the Annual Report on pages 191 to 197 highlighting the Board’s diversity in terms of experience, skills, and age.

The Committee functions as the Group N&GC. The Chief Executive Officer (CEO), Chief Financial Officer (CFO), Chief People’s Officer (CPO), and external advisors are invited to attend all, or any part of the meeting as required.

The Company Secretary functions as the Secretary of the Committee.

Role and Responsibilities

The principal tasks of the Committee include the following:

• Review the structure, skills, and composition of the Board of Directors and its subcommittees on an ongoing basis, making recommendations to the Board as appropriate, in line with the Code of Best Practice on Corporate Governance 2023 issued by CA Sri Lanka and the Listing Rules of CSE.
• Review and recommend all new appointments to the Boards of subsidiaries and associate companies of the Group.
• Nominate suitable candidates, for the Board’s approval, to fill casual vacancies in the Board as the need arises.
• Recommend the re-election of Directors, for the approval of shareholders, in conformity with the Articles of Association (AoA) of SLT.
• Recommend the placement of senior management for vacant positions of the Company for the approval of the Board.
• Review the career and development plans for the Company’s most senior members of management, with a view to ensuring that there is an adequate talent pool.
• Evaluation of the performance of the Board of Directors and the CEO.
• Develop a succession plan for Key Management Personnel of the Group.
• Recommend to the Board the formulation of policies on best practices in line with the CSE Listing Rules and other standards.

Terms of Reference

The Committee operates within the agreed Terms of Reference (TOR) and the CSE Listing Rules. The TOR of the N&GC, adopted by the Board, is reviewed periodically by the Board to ensure alignment with regulatory requirements and industry best practices. The TOR was last reviewed and amended by members of the Committee at its meeting held on 21 November 2023 to ensure alignment with the revised CSE Listing Rules, Policies, and Regulations.

Appointment/Re-election of Directors to the Board of Directors

In terms of the AoA of the Company, the Directors have the power to appoint a person to fill a casual vacancy or to serve as an additional Director, provided that the total number of Directors does not exceed the maximum authorised by the AoA. Any Director so appointed shall hold office until the next Annual General Meeting (AGM) and will be eligible for re-election by the shareholders. In addition, one-third of the Directors (or the nearest to that number) retire by rotation at each AGM and offer themselves for re-election by the shareholders.

The N&GC has been entrusted with the task of reviewing the candidates proposed by the major shareholders and recommending them to be appointed to the Board. The general criteria for the nomination of candidates for the position of Director include, but are not limited to, the highest standards of integrity and ethical behaviour, the ability to provide wise and informed guidance to management, a willingness to pursue a thoughtful and objective inquiry on important issues before the Company, and experience and knowledge commensurate with the Company’s needs as well as the expectations of knowledgeable investors. The Committee also considers whether the candidate enhances the diversity of the Board, which includes professional background and capabilities, experience, skills competencies, age, gender, and industry requirements.

Activities and Focus Duringthe Year

The Directors are provided with an induction pack comprisingthe AoA of SLT, TOR of all Board subcommittees, CSE Listing Rules, a presentation of Directors’ duties and responsibilities, and an overview ofthe Company’s Business and Affairs.

Independent Directors are free to express their views on issues relating tothe Company at Board meetings.

The Board has been appraised of Corporate Governance Framework, Listing Rules, Securities Market Regulations, and other applicable laws and regulations, as appropriate.

In 2025, the N&GC performed its duties in accordance with best practices and good corporate governance standards, and executed tasks assigned by the Board of Directors. The Committee held a total of eight meetings. A summary of its activities is given below.

• The Committee reviewed and recommended, for the approval of the Board, the appointment of new Directors and the re-election of existing Directors subject to the approval of the shareholders in accordance with the AoA.
• Considered the Declarations submitted by the Directors continuing in office and the CEO in terms of Rule 9.7 of the CSE Listing Rules and recommended to the Board that each such Director was a fit and proper person to hold office.
• Considered the Declarations submitted by the Independent Non-Executive Directors and recommended to the Board that they satisfy the criteria for independence specified in Rule 9.8.3 of the CSE Listing Rules.

The Committee having considered the contribution made to achieve the objectives of the Company recommend the re-election/re-appointment of the following Directors:

- Dr Mothilal de Silva

- M Chan Chee Beng

- Mr Nihal Fonseka

- Mr T M Thilakaratne

- Mr Raghvendra Madhav

- Mr A N Hapugala

• Reviewed the composition of each Board subcommittee, taking into consideration the resignations as well as the rules pertaining to the Board subcommittee compositions as stipulated in the CSE Listing Rules. The Committee took into consideration the qualifications, the Board Skills Matrix and specialised experience that could benefit their role on the subcommittees.
• Reviewed and recommended, for the approval of the Board, the new policies in conformity with the revised CSE Listing Rules.
• The Committee having considered Mr Fonseka's extensive professional experience, leadership and expertise which is considered valuable to the Board, and the fact that declarations affirming compliance with the fit and proper criteria and has no relationship or interest that could compromise independence, recommend him as an Independent Director notwithstanding his age.

As required under Rule 9.11.6 of the CSE Listing Rules, information of the Directors proposed for re-election/re-appointment at the AGM to be held on 19 June 2026 is given below.

N&GC - Nomination & Governance Committee

RC - Remuneration Committee

AC - Audit Committee

RPT-RC - Related Party Transaction Review Committee

GSTGC - Group Senior Tender Governance Committee

TSC - Technological Subcommittee

Declarations by the Committee

The Company conducts periodic evaluations of the Board, its subcommittees, and the CEO to ensure all responsibilities are effectively discharged. The Board as a whole evaluates its Performance each year and the Evaluation for the year 2025 is currently in progress.

The Committee evaluated the performance of the CEO for the year 2025.

The Company has confirmed that, during the year 2025, it complied with the Corporate Governance requirements stipulated under the CSE Listing Rules in accordance with the timelines specified therein.

Reporting to the Board

The minutes of the Committee meetings were tabled at Board meetings. In addition, the N&GC meetings are scheduled prior to the Board meetings to provide an update on matters deliberated at N&GC meetings, thereby providing Board members with access to the deliberations of the Committee.

On behalf of the Nomination and Governance Committee

Niel Unamboowe, PC

Chairman

14 May 2026